Appendix C Sample Legal Opinion

Appendix C (Sample Form of Legal Opinion)

[Letterhead of Ministry of Justice/Attorney General]

[Street address]

[City] [Country]

[DATE]

Nordic Development Fund

P.O. Box 185

FIN-00171 Helsinki

FINLAND

Dear Sir/Madam:

Re: Legal Opinion Grant No. [ ] [Project name]

I refer to the Grant Agreement between [ ] (the "Recipient") and Nordic Development Fund (the "Fund") dated [ ] (the "Agreement") under which the Fund has agreed to make available to the Recipient an amount of [ ] EUR (EUR [ ]) (the "Grant"). Capitalised terms used herein which are defined in the Agreement shall have the same meanings set forth in the Agreement, unless otherwise stated herein. This opinion letter is being delivered to you pursuant to section 3.01 of the Agreement.

For the purpose of rendering this opinion, I have made such legal and factual inquiries, such investigations of law, including the [Constitution] and examined records, documents, certificates and other instruments as I deemed relevant or necessary for the purposes hereof.

In arriving at the opinions expressed below, I have examined and relied on the following documents:

(a) a copy of the Agreement.

(b) [ ]

Based on the foregoing, it is my opinion, as [Minister of Justice/Attorney General] of [ ], that:

1. The Agreement has been duly ratified, has been duly executed and delivered on behalf of the Recipient and is legally binding upon the Recipient in accordance with its terms.

2. The Recipient has obtained all authorisations, consents and permits, and has taken or caused to be taken all actions, necessary or advisable to enable the Recipient to receive the Grant and to perform its obligations under the Agreement, and all such authorisations, consents and permits are in full force and effect.

3. To the best of my knowledge, the Recipient is not in default under any agreement or guarantee to which it is a party or by which it may be bound, which default will or could adversely affect its ability to perform its obligations under the Agreement, and no event has occurred or is continuing which constitutes or, with the giving of notice or lapse of time or both, would constitute such an event of default under any such agreement or guarantee. Neither is the Recipient in breach of any terms under any existing agreement between the Recipient and the Fund.

4. The execution and delivery of the Agreement by the Recipient and the performance of its obligations there under do not and will not violate any law, regulation, order or decree to which the Recipient is subject or result in the breach of any agreement or guarantee to which the Recipient is a party or by which it may be bound.

5. The Recipient's waiver of immunity in section 9.05 of the Agreement is a valid and legally binding act on the part of the Recipient.

6. The submission of the Recipient to final and binding arbitration in [ ] under the provisions in section 9.02 of the Agreement is a valid and legally binding obligation of the Recipient, enforceable against the Recipient under the law of the [ ].

In stating the foregoing, I express no opinion other than as to the law of [ ].

Yours faithfully,

________________

[Minister of Justice/Attorney General]