SEC Info - ConvergEx Depositary, Inc./Unsponsored ADRs - ‘F-6EF’ on 10/31/14 re: KBC Group NV

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ConvergEx Depositary, Inc./Unsponsored ADRs – ‘F-6EF’ on 10/31/14 re: KBC Group NV – ‘EX-99.(D)’

On: Friday, 10/31/14, at 5:18pm ET · Effective: 10/31/14 · Accession #: 1571049-14-5655 · File #: 333-199776

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/31/14  ConvergEx Depositary Inc/Un… ADRs F-6EF      10/31/14    4:123K KBC Group NV                      Toppan Vite NY Inc./FA

Registration of Depositary Shares Evidenced by American Depositary Receipts (Effective Immediately) — Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6EF       Registration of Depositary Shares Evidenced by      HTML     34K 
                          American Depositary Receipts (Effective                
                          Immediately)                                           
 2: EX-99.(A)   Exhibit (A)                                         HTML     53K 
 3: EX-99.(D)   Exhibit (D)                                         HTML      9K 
 4: EX-99.(E)   Exhibit (E)                                         HTML      7K

EX-99.(D) — Exhibit (D)

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

Exhibit (d)

LETTERHEAD OF THOMPSON HINE LLP

October 31, 2014

ConvergEx Depositary, Inc.—ADR Department

1633 Broadway, 48th Floor
New York, New York 10019

Re: Unsponsored American Depositary Receipts for Shares of Common Stock of KBC Group NV

Ladies and Gentlemen:

We refer to the Registration Statement on Form F-6 (the “Registration Statement”) that is to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity created by the American Depositary Receipts (“ADR(s)”) evidencing American Depositary Shares (“ADS(s)”), each ADS representing the right to receive, subject to the terms of the ADR representing such ADS, one-half (1/2) of one share of common stock (the “Shares”) of KBC Group NV, a company organized under the laws of Belgium. The Registration Statement is being filed for the purpose of registering Five Million (5,000,000) ADSs under the Securities Act of 1933, as amended (the “Securities Act”).

Assuming that, at the time of their issuance, the Registration Statement will be effective, and the Shares will have been legally issued, we are of the opinion that the ADSs, when issued in accordance with the terms of the ADRs and the Registration Statement, will be legally issued and will entitle the registered holders of the ADSs to the rights specified in the applicable ADRs.

[Remainder of Page Left Intentionally Blank]

C: 21

ConvergEx Depositary, Inc.—ADR Department
October 31, 2014

Page 2 of 2

This opinion is limited to the laws of the State of New York and the Federal laws of the United States. Without admitting that we are within the category of persons whose consent is required under Section 7 of the Securities Act, we hereby consent to the use of this opinion as Exhibit (d) to the Registration Statement.

Very truly yours,

/S/ THOMPSON HINE LLP

Dates Referenced Herein and Documents Incorporated by Reference

This ‘F-6EF’ Filing	Date	Other Filings

Filed on / Effective on:	10/31/14	F-6EF
		List all Filings

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Filing Submission 0001571049-14-005655 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)