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This excerpt taken from the PBR 20-F filed May 19, 2008. sociedade de economia mista
(mixed-capital company) in good standing (to the extent that good standing is
applicable under applicable Law) under the Laws of Brazil. Each of the Standby
Purchaser’s Significant Subsidiaries (as defined in Rule 12b-2 under the
Exchange Act) has been duly incorporated and is validly existing as a
corporation in good standing (to the extent relevant) under the Laws of the
jurisdiction in which it is chartered or organized. Each of the Standby
Purchaser and its Significant Subsidiaries is licensed (if and to the extent
required by law) and has the full corporate power and authority to own or lease,
as the case may be, and to operate its properties and to conduct its business as
described in the Registration Statement and the Final Offering Document and to
enter into and perform its obligations under this Agreement and the other
Transaction Documents to which it is a party, and is duly qualified or licensed
as a foreign corporation in good standing in each jurisdiction which requires
such qualification, except, in the case of its Significant Subsidiaries other
than the Issuer, where the failure to be so qualified will not have a Material
Adverse Effect. The Standby Purchaser owns, directly or indirectly, all of the
outstanding equity interests of the Issuer and its other Significant
Subsidiaries.
(l) All the outstanding shares of capital stock, if any, of each Subsidiary of the Standby Purchaser have been duly and validly authorized and issued and are fully paid and non-assessable except, in the case of the Subsidiaries (other than the Issuer), as would not have a Material Adverse Effect, and all outstanding shares of capital stock of the Subsidiaries are owned by the Companies, as the case may be, either directly or through wholly owned Subsidiaries free 20
and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (m) The Standby Purchaser’s capitalization is as set forth in the Final Offering Document. (n) There have been no material changes with respect to the matters disclosed in “Item 11. Qualitative and Quantitative Disclosure About Market Risk” in the Form 20-F of the Standby Purchaser for the year ended December 31, 2006, except as otherwise specified in the Final Offering Document. (o) This Agreement has been duly authorized, executed and delivered by the Standby Purchaser; each of this Agreement, the First Supplemental Indenture and each other document executed and delivered in connection therewith to which the Standby Purchaser is party has been duly authorized and, assuming due authorization, execution and delivery thereof by each other party to those Transaction Documents (other than the Standby Purchaser), when executed and delivered by the Standby Purchaser, will constitute a legal, valid and binding agreement of the Standby Purchaser, enforceable against the Standby Purchaser in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); and the descriptions of the Transaction Documents in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document fairly summarize the rights and obligations of the parties thereto. (p) The Notes have been duly authorized, and, when issued under the Indenture, authenticated by the Trustee and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will have been duly executed, issued and delivered and will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity and will be entitled to the benefits provided by the Indenture as described in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document. (q) The Notes will constitute the general unsecured and unsubordinated obligations of the Issuer and will rank These excerpts taken from the PBR 6-K filed Nov 14, 2007. sociedade de economia mista) organized under the laws of Brazil, having its principal office at Avenida
República do Chile, 65, 20035-900 Rio de Janeiro – RJ, Brazil (“Petrobras”).
sociedade de economia mista in good standing (to the extent that good standing is applicable under applicable law) under the laws of Brazil. Each of Petrobras’ Material Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing (to the extent relevant) under the laws of the jurisdiction in which it is chartered or organized. Each of Petrobras and its Material Subsidiaries is licensed (if and to the extent required by law) and has the full corporate power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering
Document and to enter into and perform its obligations under this Underwriting Agreement and the other Transaction Documents to which it is a party, and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction which requires such qualification, except, in the case of its Material Subsidiaries other than PifCo, where the failure to be so qualified will not have a Material Adverse Effect. Petrobras owns, directly or indirectly, all of the outstanding equity interests of PifCo and its other Material Subsidiaries. For the purposes of this Underwriting Agreement, the term “Material Subsidiary” shall mean, as to any person, any subsidiary of such person which,
on any given date of determination, accounts for more than 5% of such person’s total assets, as such total assets are set forth on the most recent consolidated financial statements of such person prepared in accordance with U.S. generally accepted accounting principles (or if any such person does not prepare financial statements in U.S. generally accepted accounting principles, consolidated financial statements prepared in accordance with such other generally accepted accounting principles then applicable to such person). (n) All the outstanding shares of capital stock, if any, of each subsidiary of the Companies have been duly and validly authorized and issued and are fully paid and nonassessable except, in the case of the subsidiaries (other than PifCo), as would not have a Material Adverse Effect, and all outstanding shares of capital stock of the subsidiaries are owned by the Companies, as the case may be, either directly or through wholly-owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (o) The Companies’ respective capitalizations are as set forth in the Pre-Pricing Prospectus and the Final Offering Document. (p) There have been no material changes with respect to the matters disclosed in “Item 11. Qualitative and Quantitative Disclosures About Market Risk” in the Form 20-F of Petrobras for the year ended December 31, 2006 except as otherwise specified in the Pre-Pricing Prospectus and the Final Offering Document. (q) This Underwriting Agreement has been duly authorized, executed and delivered by each of the Companies; each of the Indenture, the Standby Purchase Agreement and each other document executed and delivered in connection therewith to which either of the Companies is party has been duly authorized and, assuming due authorization, execution and delivery thereof by each other party to those Transaction Documents (other than the Companies), when executed and delivered by the Companies, will constitute a legal, valid and binding agreement of the Companies, as the case may be, enforceable against each of the Companies in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); and the descriptions of the Transaction Documents in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document fairly summarize the rights and obligations of the parties thereto. (r) The Notes have been duly authorized, and, when issued under the Indenture, authenticated by the Trustee and delivered to and paid for by the Underwriters pursuant to this Underwriting Agreement, will have been duly executed, issued and delivered and will constitute legal, valid and binding obligations of PifCo, enforceable in accordance with their terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity and will be
entitled to the benefits provided by the Indenture as described in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document. (s) The Notes will constitute the general unsecured and unsubordinated obligations of PifCo and will rank sociedade de economia mista (mixed-capital company) in good standing (to the extent that good standing is applicable under applicable Law) under the Laws of Brazil. Each of the Standby Purchaser’s Significant Subsidiaries (as defined in Rule 12b-2 under the Exchange Act) has been duly incorporated and is validly existing as a corporation in good standing (to the extent relevant) under the Laws of the jurisdiction in which it is chartered or organized. Each of the Standby Purchaser and its Significant Subsidiaries is licensed (if and to the extent required by law) and has the full corporate power and authority to own or lease, as the case may be, and to operate
its properties and to conduct its business as described in the Registration Statement and the Final Offering Document and to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction which requires such qualification, except, in the case of its Significant Subsidiaries other than the Issuer, where the failure to be so qualified will not have a Material Adverse Effect. The Standby Purchaser owns, directly or indirectly, all of the outstanding equity interests of the Issuer and its other Significant Subsidiaries.
(l) All the outstanding shares of capital stock, if any, of each Subsidiary of the Standby Purchaser have been duly and validly authorized and issued and are fully paid and non-assessable except, in the case of the Subsidiaries (other than the Issuer), as would not have a Material Adverse Effect, and all outstanding shares of capital stock of the Subsidiaries are owned by the Companies, as the case may be, either directly or through wholly owned Subsidiaries free
20
and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (m) The Standby Purchaser’s capitalization is as set forth in the Final Offering Document. (n) There have been no material changes with respect to the matters disclosed in “Item 11. Qualitative and Quantitative Disclosure About Market Risk” in the Form 20-F of the Standby Purchaser for the year ended December 31, 2006, except as otherwise specified in the Final Offering Document. (o) This Agreement has been duly authorized, executed and delivered by the Standby Purchaser; each of this Agreement, the First Supplemental Indenture and each other document executed and delivered in connection therewith to which the Standby Purchaser is party has been duly authorized and, assuming due authorization, execution and delivery thereof by each other party to those Transaction Documents (other than the Standby Purchaser), when executed and delivered by the Standby Purchaser, will constitute a legal, valid and binding agreement of the Standby Purchaser, enforceable against the Standby Purchaser in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); and the descriptions of the Transaction Documents in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document fairly summarize the rights and obligations of the parties thereto. (p) The Notes have been duly authorized, and, when issued under the Indenture, authenticated by the Trustee and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will have been duly executed, issued and delivered and will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity and will be entitled to the benefits provided by the Indenture as described in the Registration Statement, the Pre-Pricing Prospectus and the Final Offering Document. (q) The Notes will constitute the general unsecured and unsubordinated obligations of the Issuer and will rank These excerpts taken from the PBR 6-K filed Nov 1, 2007. sociedade de economia mista organized under the laws of the Federative Republic of Brazil (“Brazil”). This opinion is being furnished to you in connection with the Standby Purchase Agreement (the “Standby Purchase Agreement”) to be dated as of November 1, 2007, by and among Petrobras, as Standby Purchaser, and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”) under the Indenture (the “Original Indenture”) dated December 15, 2006 by and between Petrobras’ wholly-owned subsidiary, Petrobras International Finance Company (“PifCo”), and The Bank of New York. The Standby Purchase Agreement relates to the U.S.$1,000,000,000 5.875% Global Notes due 2018 (the
“Notes”) to be issued by PifCo, under the First Supplemental Indenture, to be dated as of November 1, 2007, by and among PifCo, the Trustee and Petrobras (the “First Supplemental Indenture,” and the Original Indenture, as supplemented by the First Supplemental Indenture, the “Indenture”).
For the purpose of rendering this opinion, I have examined the execution copies or copies certified to my satisfaction of the following documents:
In rendering the foregoing opinions, I have assumed the authenticity of all documents represented to me to be originals, the conformity to original documents of all copies of documents submitted to me, the accuracy and completeness of all corporate records made available to me and the genuineness of all signatures that purport to have been made in a corporate, governmental, fiduciary or other capacity, and that the persons who affixed such signatures had authority to do so. Based on the foregoing and subject to the qualifications and limitations hereinafter specified, I am of the opinion that:
I express no opinion as to any matter which may be, or which purports to be, governed by the laws of any jurisdiction other than the laws of Brazil. This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. I hereby consent to the use of my name in the prospectus constituting a part of the Registration Statement, and in any prospectus supplements related thereto, under the heading “Legal Matters” as counsel who has passed on certain matters of Brazilian law relating to the Notes, the Indenture and the Standby Purchase Agreement, and to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, sociedade de economia mista) (“Petrobras”), and Petrobras International Finance Company, a Cayman Islands company (“PifCo”, and together with Petrobras, the “Companies”), in connection with PifCo’s offering pursuant to a registration statement on Form F-3 (No. 333-139459-01) (the “Registration Statement”) of US$1,000,000,000 aggregate principal amount of PifCo’s 5.875% Global Notes due 2018 (the “Notes”) to be issued under the
Indenture dated as of December 15, 2006 among PifCo and The Bank of New York, a New York banking corporation, as trustee (the “Original Indenture”), as supplemented by a First Supplemental Indenture thereto to be dated as of November 1, 2007 (the “First Supplemental Indenture,” and the Original Indenture as supplemented by the First Supplemental Indenture, the “Indenture”) among PifCo, Petrobras and The Bank of New York, as trustee (the “Trustee”). The Notes will have the benefit of a Standby Purchase Agreement, to be dated as of November 1, 2007 (the “Standby Purchase Agreement”), between Petrobras and the Trustee.
Petróleo Brasileiro S.A. – Petrobras Petrobras International Finance Company
In arriving at the opinions expressed below, we have reviewed the following documents:
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of PifCo and Petrobras and such other instruments and other certificates of public officials, officers and representatives of PifCo and Petrobras and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed. Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that, when the First Supplemental Indenture, the global Note and the Standby Purchase Agreement have been executed and delivered by PifCo and Petrobras, as applicable, in the forms thereof that we have examined and the global Note has been duly authenticated in accordance with the terms of the Indenture, the Notes will be valid, binding and enforceable obligations of PifCo, entitled to the benefits of the Indenture, and the Standby Purchase Agreement will be a valid, binding and enforceable obligation of Petrobras. Insofar as the foregoing opinion relate to the validity, binding effect or enforceability of any agreement or obligation of PifCo or Petrobras, (a) we have assumed that PifCo and Petrobras and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to PifCo and Petrobras regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience are normally applicable to general business entities in relation to the transactions of the type contemplated in the Indenture, the Notes and the Standby Purchase Agreement), (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, and (c) such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights. We express no opinion as to the subject matter jurisdiction of any U.S. federal court to adjudicate any action relating to the Indenture, the Standby Purchase Agreement or the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 does not exist.
Petróleo Brasileiro S.A. – Petrobras Petrobras International Finance Company
In addition, we note that (a) the enforceability in the United States of the waiver in Section 1.15 of the Indenture by each of PifCo and Petrobras of any immunities from court jurisdiction and from legal process is subject to the limitations imposed by the U.S. Foreign Sovereign Immunities Act of 1976, and (b) the designation in Section 1.15 of the Indenture of the U.S. federal courts located in the Borough of Manhattan, City of New York as the venue for actions or proceedings relating to the Indenture, the Notes and the Standby Purchase Agreement is (notwithstanding the waiver in Section 1.15 of the Indenture) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. § 1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such actions or proceedings. The foregoing opinions are limited to the federal law of the United States of America and the law of the State of New York. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the prospectus constituting a part of the Registration Statement, and in the prospectus supplement related to the offering of the Notes, under the heading “Legal Matters” as counsel for PifCo and Petrobras who have passed on the validity of the Securities being registered by the Registration Statement. In giving such consent, we do not thereby 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 thereunder. Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP By /s/ Francesca Lavin Odell
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