Exhibit-99.P
October 23, 2002
Xxx. Xxxxx Xxxxxxx
Minister of Finance
Province of New Brunswick
X.X. Xxx 0000
Xxxxxxxxxxx, Xxx Xxxxxxxxx
X0X 0X0
Dear Sir:
With reference to the proposed issue and sale by the Province of New Brunswick
(the "Province") of $500,000,000 (U.S.) principal amount of the Province's
3.50% Notes due October 23, 2007, Series GA (the "Notes"), and the sale of the
Notes to the Underwriters named in the Underwriting Agreement dated October
16, 2002 between the Province and such Underwriters (the "Underwriting
Agreement), I have examined or caused to be examined:
1. Registration Statement No. 33-89790 (the "First Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission") by the Province on February 28, 1995, for the purpose
of registering US $454,000,000 of debt securities under the
Securities Act of 1933, as amended, Registration Statement no.
33-96779 filed with the Commission by the Province on July 19, 2002,
for the purpose of registering U.S. $150,000,000 of debt securities
under the Securities Act of 1933, constituting Post-Effective
Amendment No. 1 ("Post-Effective Amendment No. 1") to the First
Registration Statement (the First Registration Statement as amended
to the date hereof, being herein referred to as the "Registration
Statement") as well as the Prospectus dated July 25, 2002, as
supplemented by the Prospectus Supplement dated October 16, 2002
(the "Prospectus");
2. The Annual Report of the Province on Form 18-K for the year ended
March 31, 2001 filed with the Commission under the Securities
Exchange Act of 1934, as amended, such Annual Report having been
amended by Amendment Xx. 0, Xxxxxxxxx Xx. 0 and Amendment 3, which
are incorporated by reference in the Prospectus;
3. The Underwriting Agreement as executed, relating to the purchase by
the Underwriters of the Notes;
4. The proposed Note to be issued as attached to the Fiscal Agency
Agreement
Page 2
October 23, 2002
5. Copies of the Orders-in-Council passed by the Lieutenant-Governor in
Council of the Province authorizing inter alia, registration of a
total US$500,000,000 of debt securities of the Province under the
Securities Act of 1933, the Underwriting Agreement and approving the
issuance and sale of the Notes by the Province, which
Orders-in-Council are set forth as Annex A hereto
I have further examined or caused to be examined the legislative
authority under which it is proposed that the Province will issue and
sell the Notes, in particular the Loan Xxx 0000 (Statutes of New
Brunswick 2000, Chapter 37), the Provincial Loans Act (Revised Statutes
of New Brunswick 1973, Chapter P-22) and the Electric Power Act (Revised
Statutes of New Brunswick 1973, Chapter E-5) and all amendments thereto,
which are set forth as Annex B, Annex C and Annex D respectively, hereto
and such other documents and questions of law as I have deemed necessary
for the purpose of this opinion.
Based on the foregoing, I advise you that, in my opinion:
(A) All necessary action has been duly taken by or on behalf of the
Province, and all necessary approvals and consents required
under the laws of the Province and Canada have been obtained
for the due issuance and sale of the Notes;
(B) Upon the execution and delivery of the Notes against payment
therefore pursuant to the above mentioned Underwriting
Agreement, the Notes will constitute valid and legally binding,
direct and unconditional general obligations of the Province in
accordance with the terms, for the payment and performance of
which the full faith and credit of the Province is pledged, and
the Notes will rank pari passu with all other general
obligations of the Province outstanding at the date of issue
thereof or issued thereafter without any preference granted by
the Province one above the other by reason of priority of date
of issue, currency of payment or otherwise.
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October 23, 2002
I hereby consent to the reference to me in the Registration Statement and
the Prospectus forming part thereof under the captions "Description of
Debt Securities - Canadian Taxes" and "Legal Opinions" and to the filing
of this opinion as an exhibit to the Registration Statement.
Yours very truly,
/s/ Xxxxx Xxxxxxxx, Q.C.
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Xxxxx Xxxxxxxx, Q.C.
Deputy Attorney General
