SEC Info - Canadian Derivatives Clearing Corp - ‘S-20’ on 10/4/12

Tour de la Bourse

P.O. Box 61, 800 Victoria Square, 3rd Floor

Montréal, Quebec H4Z 1A9

Telephone: (514) 871-3545

Website: www.cdcc.ca

October 3, 2012

Canadian Derivatives Clearing Corporation

800 Victoria Square

P.O. Box 61

Montreal, Quebec

H4Z 1A9

Canadian Derivatives Clearing Corporation

Registration Statement on Form S-20

I am in-house General Counsel to the Canadian Derivatives Clearing Corporation (“CDCC”) and in that regard have been requested to provide this opinion in connection with the filing of a Registration Statement (the “Registration Statement”) on Form S-20 with the United States Securities and Exchange Commission covering 50,000,000 call and put option contracts (the “Contracts”) to be issued in respect of underlying securities, stock indices in transactions on Bourse de Montréal Inc.

In order to provide this opinion, I have reviewed or examined such certificates of officers of CDCC and such other documents and made such investigations as I consider necessary and appropriate.

This opinion is limited to the laws of the Province of Québec and the federal laws of Canada applicable therein.

Based upon and subject to the foregoing, I am of the opinion that:

1.	CDCC is a corporation validly existing under the Canada Business Corporations Act, this Act being the federal incorporation statute for Canada.

The 50,000,000 Contracts have been duly authorized, and when duly issued in accordance with the by-laws and rules of CDCC such Contracts will be valid and legally binding obligations of CDCC (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors' rights generally) in accordance with and subject to such by-laws and rules.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of my name in the Registration Statement and in the prospectus forming a part thereof.

Yours very truly,

/s/ Pauline Ascoli

Pauline Ascoli

General Counsel

Canadian Derivatives Clearing Corporation

This ‘S-20’ Filing	Date	Other Filings

Filed on:	10/4/12
Filed as of:	10/3/12	8-K
		List all Filings

Canadian Derivatives Clearing Corp – ‘S-20’ on 10/4/12 – EX-5

On: Thursday, 10/4/12, at 1:03pm ET · As of: 10/3/12 · Accession #: 1099910-12-240 · File #: 333-184288

Previous ‘S-20’: ‘S-20/A’ on 3/31/06 · Next: ‘S-20/A’ on 12/12/12 · Latest: ‘S-20/A’ on 1/29/13 · 1 Reference: By: SEC – ‘UPLOAD’ on 11/2/12

Registration Statement for Standardized Options — Form S-20
Filing Table of Contents

EX-5 — Opinion and Consent of the General Counsel of the Corporation

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

Canadian Derivatives Clearing Corp – ‘S-20’ on 10/4/12 – EX-5

On: Thursday, 10/4/12, at 1:03pm ET · As of: 10/3/12 · Accession #: 1099910-12-240 · File #: 333-184288

Previous ‘S-20’: ‘S-20/A’ on 3/31/06 · Next: ‘S-20/A’ on 12/12/12 · Latest: ‘S-20/A’ on 1/29/13 · 1 Reference: By: SEC – ‘UPLOAD’ on 11/2/12

Registration Statement for Standardized Options — Form S-20Filing Table of Contents

EX-5 — Opinion and Consent of the General Counsel of the Corporation

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

Registration Statement for Standardized Options — Form S-20
Filing Table of Contents