Qualifications, exceptions and limitations. a) The insolvency regime in Colombia is somewhat untested in connection with international bond transactions as there have been no precedents. As a result, there is little guidance as to how the legislative framework would be applied in practice and, in particular, the definitive approach that would be adopted by a liquidator or insolvency appointed judge in assessing the claims of tier two capital subordinated creditors of a company incorporated in Colombia with contractual subordination provisions. b) Pursuant to the Colombian current regulations, any prepayment, early redemption or repurchase of the New Subordinated Notes can only be executed after five (5) years following the issuance date of the New Subordinated Notes and is subject to: (i) the prior approval by the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia), (ii) the replacement of the New Subordinated Notes by debt instruments that qualify as tier one capital, additional tier one capital or tier two capital in a manner that allows the Company to have sustainable revenue generation capacity, or the demonstration by the Company that its capital position would be above the minimum capital requirements after any early redemption. Furthermore, the Company must not create expectations regarding the prepayment, redemption or early repurchase of the New Subordinated Notes. c) Optional redemptions of the New Subordinated Notes upon a tax event or a regulatory event (as considered under Basel III) (even within the first five (5) years after the issue date of the New Subordinated Notes) are permitted by current Colombian banking regulation, pursuant to Decree 1477 of 2018. In these events, the Company must also obtain prior approval from the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia). ▇) ▇▇▇▇▇▇▇▇ to Article 13 of Law 1564 of 2012 of Colombia (Código General del Proceso), civil procedure rules are considered public order laws and therefore cannot be modified or waived by private agreements. To the extent that the parties to the Agreements commence enforcement actions before Colombian courts instead of commencing them in foreign courts (which final rulings may subsequently be enforced in Colombia through exequatur proceedings as described above), any waivers made by the parties to the Agreements and the Securities in respect of Colombia’s rules of civil procedure may be rendered unenforceable. e) In any proceeding in Colombia, service of notice to the parties thereto must be made in accordance with the provisions of Law 1564 of 2012 of Colombia (Código General del Proceso). Contractual provisions regarding services of notice procedures will not be enforceable. f) In any proceeding in Colombia in which a law of a foreign country were to be applied, there should be evidence of the law sought to be applied, through (i) a copy of such law duly issued and promulgated by the competent authorities or, (ii) by means of an expertise issued by a person or institutions expert in the law of that foreign country or, (iii) when a written law does not exist, through the deposition or affidavit of two or more lawyers admitted in the relevant jurisdiction regarding such applicable law, in accordance with article 177 of Law 1564 of 2012 of Colombia (Código General del Proceso). g) Pursuant to Article 251 of Law 1564 of 2012 of Colombia (Código General del Proceso), in order for a document written in a foreign language to be admissible evidence before a Colombian Court, the relevant document must be translated into Spanish either by Colombia’s Ministry of Foreign Affairs, by an official translator (intérprete oficial), or by a translator appointed by the competent judge. Compliance with the Hague Convention (known as Apostille) concerning the legalization of documents executed abroad (outside Colombia), is also required. Furthermore, pursuant to Article 823 of Colombia’s Code of Commerce (Código de Comercio): (i) the technical and usual terms contained within documents to be used as evidence of commercial agreements and obligations, or that refer to the performance and execution of such agreements and obligations, will be understood as in their meaning in Spanish, and (ii) the Spanish version of a document used to evidence obligations or contracts which most closely resembles the original text shall prevail over the foreign language version of such document. In the event that a party to an enforcement action considers that the available translation into Spanish of documents written in a foreign language is not accurate, such party has the right to object to any such inaccuracy in such enforcement proceedings. h) The enforcement of the Transaction Documents may be limited by, and any proceeding for enforcement in Colombia would be subject to the statute of limitations. Pursuant to Article 2535 of Colombia’s Civil Code (“Código Civil”), in order for the statute of limitations to run and extinguish enforcement rights it is necessary that the party entitled to exercise an enforcement action fails to do so during a period commencing on the date in which the relevant right became enforceable and ending 5 or 10 years after, as the case may be (depending on the relevant statute of limitations). Pursuant to Section 2514 of Código Civil, a waiver to the statute of limitations can only be granted once the relevant statute of limitations has elapsed. i) In accordance with Article 902 of Colombia’s Code of Commerce (Código de Comercio), any nullification of a provision of a Transaction Document would nullify the entire document as if the parties would not have entered into such document in the absence of such nullified provision, solely to the extent that the nullified provision is considered “essential” to the agreement in accordance with Article 1501 of the Colombian Civil Code. j) According to Colombian laws, the laws applicable to a given agreement are those in existence at the time of execution, even if those laws change in the future, provided that the changes are not related to, or do not affect, public order laws, which are applicable to a given agreement in their existing form. k) Colombian exchange control regulations are deemed to be public order laws, therefore, the ability of the Company to perform its obligations payable in foreign currency under the New Subordinated Notes (and the ability of any person to remit the proceeds of any judgment award issued by a court in Colombia in foreign currency out of Colombia) will be subject to foreign exchange regulations in effect at the time of the relevant payment or remittance. l) The provisions of the Transaction Documents which treat certain determinations as conclusive may be subject to review in a proceeding in Colombia to determine the correctness of such determinations. m) Under Colombian Law, charging interest on interest (whether accrued or unpaid) is not permitted unless such interest is charged as permitted under Article 886 of Colombia’s Code of Commerce (Código de Comercio). n) Except for some constitutional actions, Colombian law does not contemplate the equitable or injunctive remedies or reliefs. However, under Colombia law (mainly Laws 1437 of 2011 and 1564 of 2012) a court may order any precautionary measure it deem necessary in order to provisionally protect and guarantee the subject matter of the dispute and the eventual fulfillment or enforcement of its ruling. That is so for litigation involving state entities (such as the Company) and for civil cases. o) The enforceability of the obligations of the Company under the Transaction Documents may be limited by laws governing the bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium, liquidation, toma de posesión or other similar laws relating to or affecting enforcement of creditors’ rights generally, and is subject to statutory preferences granted under Colombian laws (including labor, pensions and tax claims), and by claims which have, without any agreement, notarization or other voluntary act, priority for payment by operation of law. p) The initiation of a reorganization or toma de posesión proceedings provides the suspension of the current judicial procedures of collection and the provisional suspension of the guarantee execution. If the reorganization or toma de posesión process is not successful and the debtor initiates a liquidation proceeding, the guarantees will be executed according to the terms of the insolvency proceeding applicable to the Company. q) Colombian insolvency laws and regulations are considered public order laws (normas de orden público) and therefore cannot be modified or waived by private agreements. As a consequence, any waivers made by the parties to such documents in respect of Colombia’s insolvency rules may be rendered unenforceable and a Colombian Court may disregard any contractual subordination provision relating to the Transaction Documents. r) The issuance and sale of the New Subordinated Notes are ruled by the foreign exchange regulations, and the Company will have to use the proceeds of the New Subordinated Notes in accordance with the Colombian foreign exchange regulations, including without limitation, the uses established in article 8 of External Regulation 1 of 2018 issued by the Colombian Central Bank (Banco de la República). s) A final and conclusive judgment (not subject to appeal) of the courts of the State of New York for the payment of money rendered against the Company in respect of the New Subordinated Notes, would be recognized by the courts of Colombia, subject to obtaining the Exequatur of the judgment from the Supreme Court of Colombia (Corte Suprema de Justicia de la República de Colombia), as described above. t) Any proceeding to enforce a judicial decision by means of seizure, attachment or execution against assets or property, or against any right or interest in assets or properties located in Colombia, is subject to the exclusive jurisdiction of the Colombian courts. u) Pursuant to Articles 15 and 16 of Colombia’s Civil Code (Código Civil), the waiver of immunity granted under applicable sections of the Transaction Documents is permissible provided that said waiver only affects the rights of the waiving party and taking into account the exceptions and limitations to grant such waiver as indicated herein and in the Transaction Documents. Under Colombian law any immunity from proceedings which might be available in the future cannot be validly waived in advance. v) In rendering our opinion and making the statements herein, whenever an opinion is qualified by “to our knowledge” or similar words, it is intended to mean that no information has come to our attention during the course of our advice to the Company for purposes of the offering of the New Subordinated Notes that gives us actual knowledge of the inaccuracy of such opinion or statement w) In any proceeding in Colombia, service of notice to the parties thereto must be made in accordance with the provisions of Law 1564 of 2012 of Colombia (Código General del Proceso). Contractual provisions regarding services of notice procedures will not be enforceable. x) If, pursuant to the Transaction Documents governed by a law other than Colombian law and submitted to the jurisdiction of courts other than Colombian courts, a party to such Transaction Documents were to initiate judicial actions in Colombian courts, although the other party should be able to argue that the transaction is performed outside of Colombia since the bonds are issued abroad, its interests are paid abroad and investors and trustee are located abroad, there are no explicit laws and regulations or Colombian court decisions with precedential value pursuant to which it is possible to conclusively determine (i) if a Colombian judge would assume jurisdiction over the case or, instead, determine that the case is subject exclusively to the forum expressly agreed to by the parties under the Transaction Documents; (ii) if a Colombian judge assuming jurisdiction over the case would apply Colombian law or New York law; or (iii) if a Colombian judge were to apply New York law to the case, the manner in which a Colombian judge would admit into evidence the substantive provisions of New York law and how such Colombian judge would apply, interpret or construe New York law. y) Article 869 of Colombia’s Code of Commerce provides that any agreement executed abroad containing obligations to be performed by the parties thereof in Colombia must be governed by Colombian laws, regardless of whether or not such parties are Colombian residents. Considering that pursuant to Law 33 of 1992, payment obligations under credit transactions are deemed to be held and performed in the place of payment, we believe that the Transaction Documents contain provisions that, if observed, will make the main obligations thereunder to be performed outside Colombia considering payment obligations are to be paid abroad, and, therefore, parties are not subject to Colombian law as set forth by Article 869 of the Colombia’s Code of Commerce and may validly choose the law of the State of New York as the governing law of the Transaction Documents. z) Under Colombian law, in rem rights over property located in Colombia, including the transfer of ownership, the granting of liens or security interests, and any proceeding to enforce a judicial decision by means of seizure, attachment or execution against assets or property, or against any right or interest in assets or properties located in Colombia, must be governed by the laws of Colombia and any collection proceeding over each assets located in Colombia will be subject to the jurisdiction of Colombian courts. aa) Pursuant to and subject to the limitations provided for in article 594 of the Código General del Proceso, assets listed in said article are not subject to any attachment. This opinion is limited to matters of Colombian law in force on the date hereof. We express no opinion with respect to the law of any other jurisdiction. We express no opinion as to the effect on the opinions set forth herein of any failure by any party to comply with laws and regulations pertaining to banks, trustees or other financial institutions or affiliates thereof, if applicable, or other laws or regulations applicable to any party by reason of such party’s status or the nature of its business or assets. This opinion is specific as to the offering of the New Subordinated Notes, and the documents referred to herein and is based upon the law as of the date hereof. Our opinions are limited to those expressly set forth herein, and we express no opinions by implication. We are licensed to practice law in Colombia and we do not hold ourselves out as being conversant with, and express no opinion as to, the laws of any jurisdiction other than those of Colombia. In particular, to the extent that New York or United States Federal law is relevant to this opinion, we have relied, without any independent investigation, on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special U.S. legal counsel to the Company, delivered to you pursuant to Section 6(c) of the Underwriting Agreement, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP. We assume no obligation to update or supplement this opinion to reflect any facts which may hereafter come to our attention or any changes in the law which may hereafter occur. In rendering this opinion, we rely as to matters of fact on certificates of responsible officers of the Company and public officials that are furnished to the underwriters. This opinion is solely of your benefit and may not be relied upon in any manner or purpose by any other person. Notwithstanding the foregoing, you may disclose the contents of this letter to any person to whom disclosure is required by law or court order, or if such disclosure is necessary to defend or resist an action or claim in connection with the performance of your obligations under the Underwriting Agreement. Very truly yours, [•], 2024 BofA Securities, Inc. One Bryant Park New York, New York 10036 Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York,
Appears in 1 contract
Qualifications, exceptions and limitations. a) The insolvency regime in Colombia is somewhat untested in connection with international bond transactions as there have been no precedents. As a result, there is little guidance as to how the legislative framework would be applied in practice and, in particular, the definitive approach that would be adopted by a liquidator or insolvency appointed judge in assessing the claims of tier two capital subordinated creditors of a company incorporated in Colombia with contractual subordination provisions.
b) Pursuant to the Colombian current regulations, any prepayment, early redemption or repurchase of the New Subordinated Notes can only be executed after the five (5) years following the issuance date of the New Subordinated Notes and is be subject to: (i) the prior approval by the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia)Finance, (ii) the replacement of the New Subordinated Notes by are replaced with debt instruments that qualify as tier one capital, additional tier one capital or tier two capital in a manner that allows the Company to have sustainable revenue generation capacity, or the demonstration by and (c) the Company that its capital position would be above the minimum capital requirements after any early redemption. Furthermore, the Company must does not create expectations regarding the prepayment, redemption or early repurchase of the New Subordinated Notes. For the Company to avoid any of the requirements mentioned above, a new decree in that regard must be enacted by the Ministry of Finance and Public Credit.
c) Optional redemptions of the New Subordinated Notes upon a tax event or a regulatory event (as considered under Basel Basil III) (even within the first five (5) years after the issue date of the New Subordinated Notes) are not currently permitted by current the Colombian banking regulation. Therefore, pursuant to Decree 1477 of 2018. In these events, in order for the Company to exercise such options with respect to the New Notes, a new decree amending the tier two capital regulation must also obtain prior approval from be enacted by the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia)Finance.
▇d) ▇▇▇▇▇▇▇▇ Pursuant to Article 13 of Law 1564 of 2012 of Colombia (Código General del Proceso), civil procedure rules are considered public order laws and therefore cannot be modified or waived by private agreements. To the extent that the parties to the Agreements commence enforcement actions before Colombian courts instead of commencing them in foreign courts (which final rulings may subsequently be enforced in Colombia through exequatur proceedings as described above), any waivers made by the parties to the Agreements and the Securities in respect of Colombia’s 's rules of civil procedure may be rendered unenforceable.
e) In any proceeding in Colombia, service of notice to the parties thereto must be made in accordance with the provisions of Law 1564 of 2012 of Colombia (Código General del Proceso). Contractual provisions regarding services of notice procedures will not be enforceable.
f) In any proceeding in Colombia in which a law of a foreign country were to be applied, there should be evidence of the law sought to be applied, through (i) a copy of such law duly issued and promulgated by the competent authorities or, (ii) by means of an expertise issued by a person or institutions expert in the law of that foreign country or, (iii) when a written law does not exist, through the deposition or affidavit of two or more lawyers admitted in the relevant jurisdiction regarding such applicable law, in accordance with article 177 of Law 1564 of 2012 of Colombia (Código General del Proceso).
g) Pursuant to Article 251 of Law 1564 of 2012 of Colombia (Código General del Proceso), in order for a document written in a foreign language to be admissible evidence before a Colombian Court, the relevant document must be translated into Spanish either by Colombia’s Ministry of Foreign Affairs, by an official translator (intérprete oficial), or by a translator appointed by the competent judge. Compliance with the Hague Convention (known as Apostille) concerning the legalization of documents executed abroad (outside Colombia), is also required. Furthermore, pursuant to Article 823 of Colombia’s 's Code of Commerce (Código de Comercio): (i) the technical and usual terms contained within documents to be used as evidence of commercial agreements and obligations, or that refer to the performance and execution of such agreements and obligations, will be understood as in their meaning in Spanish, and (ii) the Spanish version of a document used to evidence obligations or contracts which most closely resembles the original text shall prevail over the foreign language version of such document. In the event that a party to an enforcement action considers that the available translation into Spanish of documents written in a foreign language is not accurate, such party has the right to object to any such inaccuracy in such enforcement proceedings.
h) The enforcement of the Transaction Documents may be limited by, and any proceeding for enforcement in Colombia would be subject to the statute of limitations. Pursuant to Article 2535 of Colombia’s 's Civil Code (“Código Civil”), in order for the statute of limitations to run and extinguish enforcement rights it is necessary that the party entitled to exercise an enforcement action fails to do so during a period commencing on the date in which the relevant right became enforceable and ending 5 or 10 years after, as the case may be (depending on the relevant statute of limitations). Pursuant to Section 2514 of Código Civil, a waiver to the statute of limitations can only be granted once the relevant statute of limitations has elapsed.
i) In accordance with Article 902 of Colombia’s 's Code of Commerce (Código de Comercio), any nullification of a provision of a Transaction Document would nullify the entire document as if the parties would not have entered into such document in the absence of such nullified provision, solely . Solely to the extent that the nullified provision is considered “essential” to the agreement in accordance with Article 1501 of the Colombian Civil Code.
ja) According to Colombian laws, the laws applicable to a given agreement are those in existence at the time of execution, even if those laws change in the future, provided that the changes are not related to, or do not affect, public order laws, which are applicable to a given agreement in their existing form.
kb) Colombian exchange control regulations are deemed to be public order laws, therefore, the ability of the Company to perform its obligations payable in foreign currency under the New Subordinated Notes (and the ability of any person to remit the proceeds of any judgment award issued by a court in Colombia in foreign currency out of Colombia) will be subject to foreign exchange regulations in effect at the time of the relevant payment or remittance.
lc) The provisions of the Transaction Documents which treat certain determinations as conclusive may be subject to review in a proceeding in Colombia to determine the correctness of such determinations.
md) Under Colombian Law, charging interest on interest (whether accrued or unpaid) is not permitted unless such interest is charged as permitted under Article 886 of Colombia’s 's Code of Commerce (Código de Comercio).
ne) Except for some constitutional actions, Colombian law does not contemplate the equitable or injunctive remedies or reliefs. However, under Colombia law (mainly Laws 1437 of 2011 and 1564 of 2012) a court may order any precautionary measure it deem necessary in order to provisionally protect and guarantee the subject matter of the dispute and the eventual fulfillment or enforcement of its ruling. That is so for litigation involving state entities (such as the Company) and for civil cases.
of) The enforceability of the obligations of the Company under the Transaction Documents may be limited by laws governing the bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium, liquidation, toma de posesión liquidation or other similar laws relating to or affecting enforcement of creditors’ rights generally, and is subject to statutory preferences granted under Colombian laws (including labor, pensions and tax claims), and by claims which have, without any agreement, notarization or other voluntary act, priority for payment by operation of law.
pg) The initiation of a reorganization or toma de posesión proceedings provides the suspension of the current judicial procedures of collection and the provisional suspension of the guarantee execution. If the reorganization or toma de posesión process is not successful and the debtor initiates a liquidation proceeding, the guarantees will be executed according to the terms of the insolvency proceeding.
h) According to article 16 of Law 1116 of 2006 any provision in a contract which directly or indirectly hinders or creates obstacles for the commencement of a reorganization proceeding applicable by imposing negative effects to the Companycompany which is admitted to the process, will be deemed ineffective ipso iure.
qi) Per articles 61 and 82 of Law 1116 of 2006, the shareholders’, agents, administrators and employees will be liable for the debts that remain unpaid in the insolvency proceeding, if the insolvency state was diminished because of their intended or negligent behavior. The controlling entities will also have joint and several liabilities over the obligations of their subsidiary, when the insolvency situation of the subsidiary was caused by a decision of the controlling entity. Additionally, per article 24 of Decree 1749 of 2011, in the event the company in insolvency is part of a corporate group, the other members of the corporate group may be liable for the disposition of the assets within the group that have no juridical or economic justification.
j) Colombian insolvency laws and regulations are considered public order laws (normas de orden público) and therefore cannot be modified or waived by private agreements. As a consequence, any waivers made by the parties to such documents in respect of Colombia’s 's insolvency rules may be rendered unenforceable and a Colombian Court may disregard any contractual subordination provision relating to the Transaction Documents.
rk) The issuance and sale of the New Subordinated Notes are ruled by the foreign exchange regulations, and the Company will have to use the proceeds of the New Subordinated Notes in accordance with the Colombian foreign exchange regulations, including without limitation, the uses established in article 8 59 of External Regulation 1 8 of 2018 2000 issued by the Colombian Central Bank (Banco de la República).
sl) A final and conclusive judgment (not subject to appeal) of the courts of the State of New York for the payment of money rendered against the Company in respect of the New Subordinated Notes, would be recognized by the courts of Colombia, subject to obtaining the Exequatur of the judgment from the Supreme Court of Colombia (Corte Suprema de Justicia de la República de Colombia), as described above.
tm) Any proceeding to enforce a judicial decision by means of seizure, attachment or execution against assets or property, or against any right or interest in assets or properties located in Colombia, is subject to the exclusive jurisdiction of the Colombian courts.
u) Pursuant to Articles 15 and 16 of Colombia’s Civil Code (Código Civil), the waiver of immunity granted under applicable sections of the Transaction Documents is permissible provided that said waiver only affects the rights of the waiving party and taking into account the exceptions and limitations to grant such waiver as indicated herein and in the Transaction Documents. Under Colombian law any immunity from proceedings which might be available in the future cannot be validly waived in advance.
v) In rendering our opinion and making the statements herein, whenever an opinion is qualified by “to our knowledge” or similar words, it is intended to mean that no information has come to our attention during the course of our advice to the Company for purposes of the offering of the New Subordinated Notes that gives us actual knowledge of the inaccuracy of such opinion or statement
w) In any proceeding in Colombia, service of notice to the parties thereto must be made in accordance with the provisions of Law 1564 of 2012 of Colombia (Código General del Proceso). Contractual provisions regarding services of notice procedures will not be enforceable.
x) If, pursuant to the Transaction Documents governed by a law other than Colombian law and submitted to the jurisdiction of courts other than Colombian courts, a party to such Transaction Documents were to initiate judicial actions in Colombian courts, although the other party should be able to argue that the transaction is performed outside of Colombia since the bonds are issued abroad, its interests are paid abroad and investors and trustee are located abroad, there are no explicit laws and regulations or Colombian court decisions with precedential value pursuant to which it is possible to conclusively determine (i) if a Colombian judge would assume jurisdiction over the case or, instead, determine that the case is subject exclusively to the forum expressly agreed to by the parties under the Transaction Documents; (ii) if a Colombian judge assuming jurisdiction over the case would apply Colombian law or New York law; or (iii) if a Colombian judge were to apply New York law to the case, the manner in which a Colombian judge would admit into evidence the substantive provisions of New York law and how such Colombian judge would apply, interpret or construe New York law.
y) Article 869 of Colombia’s Code of Commerce provides that any agreement executed abroad containing obligations to be performed by the parties thereof in Colombia must be governed by Colombian laws, regardless of whether or not such parties are Colombian residents. Considering that pursuant to Law 33 of 1992, payment obligations under credit transactions are deemed to be held and performed in the place of payment, we believe that the Transaction Documents contain provisions that, if observed, will make the main obligations thereunder to be performed outside Colombia considering payment obligations are to be paid abroad, and, therefore, parties are not subject to Colombian law as set forth by Article 869 of the Colombia’s Code of Commerce and may validly choose the law of the State of New York as the governing law of the Transaction Documents.
z) Under Colombian law, in rem rights over property located in Colombia, including the transfer of ownership, the granting of liens or security interests, and any proceeding to enforce a judicial decision by means of seizure, attachment or execution against assets or property, or against any right or interest in assets or properties located in Colombia, must be governed by the laws of Colombia and any collection proceeding over each assets located in Colombia will be subject to the jurisdiction of Colombian courts.
aa) Pursuant to and subject to the limitations provided for in article 594 of the Código General del Proceso, assets listed in said article are not subject to any attachment. This opinion is limited to matters of Colombian law in force on the date hereof. We express no opinion with respect to the law of any other jurisdiction. We express no opinion as to the effect on the opinions set forth herein of any failure by any party to comply with laws and regulations pertaining to banks, trustees or other financial institutions or affiliates thereof, if applicable, or other laws or regulations applicable to any party by reason of such party’s status or the nature of its business or assets. This opinion is specific as to the offering of the New Subordinated Notes, and the documents referred to herein and is based upon the law as of the date hereof. Our opinions are limited to those expressly set forth herein, and we express no opinions by implication. We are licensed to practice law in Colombia and we do not hold ourselves out as being conversant with, and express no opinion as to, the laws of any jurisdiction other than those of Colombia. In particular, to the extent that New York or United States Federal law is relevant to this opinion, we have relied, without any independent investigation, on the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special U.S. legal counsel to the Company, delivered to you pursuant to Section 6(c) of the Underwriting Agreement, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP. We assume no obligation to update or supplement this opinion to reflect any facts which may hereafter come to our attention or any changes in the law which may hereafter occur. In rendering this opinion, we rely as to matters of fact on certificates of responsible officers of the Company and public officials that are furnished to the underwriters. This opinion is solely of your benefit and may not be relied upon in any manner or purpose by any other person. Notwithstanding the foregoing, you may disclose the contents of this letter to any person to whom disclosure is required by law or court order, or if such disclosure is necessary to defend or resist an action or claim in connection with the performance of your obligations under the Underwriting Agreement. Very truly yours, [•], 2024 BofA Securities, Inc. One Bryant Park New York, New York 10036 Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York,
Appears in 1 contract