This excerpt taken from the PHG 6-K filed Mar 12, 2008.
This Security shall be governed by and construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
[Letterhead of Sullivan & Cromwell LLP]
March 11, 2008
Koninklijke Philips Electronics N.V.,
Amstelplein 2, 1096 BC Amsterdam
Ladies and Gentlemen:
In connection with the issuance and sale under the Registration Statement on Form F-3 (File No. 333-149511) filed in accordance with the provisions of the Securities Act of 1933 (the Act) of U.S.$500,000,000 aggregate principal amount of 4.625% Notes due March 2013, U.S.$1,250,000,000 aggregate principal amount of 5.750% Notes due March 2018, U.S.$1,000,000,000 aggregate principal amount of 6.875% Notes due March 2038 and U.S.$350,000,000 aggregate principal amount of Floating Rate Notes due March 2011 (collectively, the Debt Securities) of Koninklijke Philips Electronics N.V., a company organized and existing under the laws of The Netherlands (the Company), we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, it is our opinion that the Debt Securities constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles.
The foregoing opinion is limited to the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. For the purposes of our opinion, we have assumed that the Company has been duly incorporated and is a company with limited liability organized under the laws of The Netherlands and that the Debt Securities have been duly authorized, executed, authenticated, issued and delivered insofar as the laws of The Netherlands are concerned.
Also, we have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion on a Form 6-K to be incorporated by reference in the Registration Statement relating to the Debt Securities. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.