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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/03/06 Federative Republic of Brazil 18-K/A 12/31/04 4:75K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 18-K/A Amendment No. 8 to Form 18-K HTML 25K
2: EX-99.AA Recent Developments in the Republic as of January HTML 30K
30, 2006
3: EX-99.BB Opinion Dated February 3, 2006 of Arnold & Porter HTML 13K
LLP
4: EX-99.CC Opinion Dated Feb. 3, 2006 of Deputy Attorney HTML 12K
General of the National Treasury
| Opinion dated Feb. 3, 2006 of Deputy Attorney General of the National Treasury |
Exhibit CC
Minister of Finance
Ministry of Finance
Federative Republic of Brazil
Esplanada dos Ministérios
Bloco P
70048-900, Brasília-DF
BRAZIL
| Re: | Federative Republic of Brazil |
Registration Statement No. 333-129000
Ladies and Gentlemen:
I, a duly authorized Deputy Attorney General of the National Treasury of the Ministry of Finance of the Federative Republic of Brazil (“Brazil”), have reviewed the above-referenced Registration Statement (the “Registration Statement”), including the Prospectus, the Prospectus Supplement dated January 30, 2006 constituting a part thereof, the Fiscal Agency Agreement dated as of November 1, 1996 between Brazil and JPMorgan Chase Bank, N.A., including the form of Note attached thereto, each as amended by Amendment No. 1 dated as of April 28, 2003, Amendment No. 2 dated as of March 30, 2004, and Amendment No. 3 dated as of June 28, 2004 (the “Fiscal Agency Agreement”), previously filed as part of Brazil’s Registration Statement on Schedule B (Registration No. 333-6682) and made a part of the Registration Statement, and the Underwriting Agreement dated January 30, 2006 (the “Underwriting Agreement”) among Brazil, Barclays Bank PLC and Dresdner Bank AG London Branch (together, the “Underwriters”), pursuant to which Brazil proposes to issue its 7.375% Global Bonds due 2015 (the “Global Bonds”).
The issuance of the Global Bonds has been authorized pursuant to Resolution No. 20 dated November 16, 2004 of the Federal Senate of Brazil, enacted pursuant to Article 52 of the Constitution of the Federative Republic of Brazil.
It is my opinion that the Global Bonds have been duly authorized, and when executed and delivered by Brazil and authenticated pursuant to the Fiscal Agency Agreement and delivered pursuant to the Underwriting Agreement, the Prospectus (including, without limitation, the Prospectus Supplement) and any amendment or supplement thereto, the Global Bonds will constitute valid and legally binding direct and unconditional obligations of Brazil under the present laws of Brazil.
I hereby consent to the filing of this opinion as Exhibit CC to Amendment No. 8 to the Annual Report of Brazil on Form 18-K/A for the fiscal year ended December 31,
Ministry of Finance
Page 2
2004. In giving the foregoing consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
| /s/ Adriana Queiroz de Carvalho |
| Deputy Attorney General of the National Treasury of Brazil |
| This ‘18-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/3/06 | |||
| 1/30/06 | 424B5, FWP | |||
| For Period End: | 12/31/04 | 18-K, 18-K/A | ||
| 11/16/04 | ||||
| 6/28/04 | 18-K/A | |||
| 3/30/04 | ||||
| 4/28/03 | 18-K/A, 424B5 | |||
| 11/1/96 | ||||
| List all Filings | ||||