EXHIBIT H
[Letterhead of]
[London Office]
European Investment Bank
Registration Statement pursuant to Schedule B of the Securities Act of 1933
Ladies and Gentlemen:
We have acted as United States counsel for the European Investment Bank (the “Bank”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement pursuant to Schedule B (the “Registration Statement”) of the Securities Act of 1933 (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale on a delayed or continuous basis pursuant to Release Nos. 33-6240 and 33-6424 under the Securities Act of debt securities of the Bank in one or more series (the “Debt Securities”) to be issued under a fiscal agency agreement (the “Fiscal Agency Agreement”), to be entered into by the Bank and a fiscal agent (the “Fiscal Agent”).
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and government officials and such other documents as we have deemed necessary or appropriate for the purposes of this opinion, including the Treaty on the Functioning of the European Union, as amended and supplemented from time to time (the “Treaty”) and the Statute of the Bank set forth in a Protocol annexed to the Treaty, as amended (the “Statute”). As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Bank and documents furnished to us by the Bank without independent verification of their accuracy. We have also assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as copies.
Based upon and subject to the foregoing, and assuming that: (i) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will have become effective; (ii) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective at the time the Debt Securities are offered or issued as contemplated by the Registration Statement; (iii) a prospectus supplement will have been prepared and filed with the Commission describing the Debt Securities offered thereby; (iv) all Debt Securities will be issued and sold in compliance with all applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; and (v) a definitive purchase, underwriting or similar agreement and any other necessary agreement
with respect to any Debt Securities offered or issued will have been duly authorized and validly executed and delivered by the Bank and the other parties thereto, we are of opinion that:
With respect to the Debt Securities to be issued under the Fiscal Agency Agreement, when (A) the Fiscal Agent is qualified to act as Fiscal Agent under the Fiscal Agency Agreement, (B) the Fiscal Agent has duly executed and delivered the Fiscal Agency Agreement, (C) the Fiscal Agency Agreement has been duly authorized and validly executed and delivered by the Bank and the Fiscal Agent, (D) the Bank has taken all necessary corporate action to approve the issuance and terms of the Debt Securities, the terms of the offering thereof and (E) such Debt Securities have been duly and validly authorized and issued in accordance with the provisions of the Fiscal Agency Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Bank upon payment of the consideration therefor provided for therein, such Debt Securities will be validly
issued and will constitute valid and legally binding obligations of the Bank, enforceable against the Bank in accordance with their terms.
We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America. In particular, we do not purport to pass on any matter governed by the Treaty, the Statute and the laws of the Member States (as defined in Exhibit E to the Registration Statement).
We consent to the filing of this opinion with the Commission as Exhibit H to the Registration Statement, and to the references to this opinion therein and the references to us under the captions “Taxation—United States Taxation” and “Legal Opinions” thereto. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
European Investment Bank
98-100, boulevard Konrad Adenauer
L-2950 Luxembourg
Grand Duchy of Luxembourg
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