6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

September 6, 2012

LLOYDS BANKING GROUP plc

5th Floor

25 Gresham Street

London

EC2V 7HN

United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports

under cover Form 20-F or Form 40-F.

Form 20-F..X..Form 40-F.....

Indicate by check mark whether the registrant by furnishing the information

contained in this Form is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes .....No ..X..

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule

12g3-2(b): 82- ________

This report on Form 6-K shall be deemed incorporated by reference into the company's Registration Statement on Form F-3 (File Nos. 333-167844 and 333-167844-01) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXPLANATORY NOTE

In connection with the issuance from time to time by Lloyds TSB Bank plc (as issuer) and Lloyds Banking Group plc (as guarantor) of notes under its Series A and Series B medium-term notes programs, legal opinions as to the legality of these notes are being filed as exhibits to this report.

5.1 Opinion of Dundas & Wilson CS LLP

5.2 Opinion of Linklaters LLP

5.3 Opinion of Davis Polk & Wardwell LLP

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LLOYDS BANKING GROUP plc (Registrant)
	By:	/s/ Richard Shrimpton
		Name:	Richard Shrimpton
		Title:	Group Capital Markets Issuance Director

September 6, 2012

EX-5.1

Exhibit 5.1

Our ref DIC/LLO015.0032

Your ref -

Lloyds Banking Group plc 25 Gresham Street London EC2V 7HN       6 September 2012      

Dear Sirs

We have been asked by Lloyds Banking Group plc (the Guarantor) to deliver opinions of Scottish counsel in connection with the issuance by Lloyds TSB Bank plc (the Issuer), on or after the date hereof, of notes under its Series A and Series B medium-term notes programmes (such notes as may be issued from time to time, the Notes).

The Notes are issued with the full and unconditional guarantee of the Guarantor (the Guarantees, and together with the Notes, the Securities), and are covered by the Registration Statement filed on Form F-3 with the Securities and Exchange Commission on 28 June 2010, as amended by post-effective amendment no. 1 filed with the Securities and Exchange Commission on 22 December 2010.

The Notes are designated as either Series A Notes (the Series A Notes) or Series B Notes (the Series B Notes).  Series A Notes are to be issued pursuant to a Senior Debt Securities Indenture dated as of 21 January 2011 (the Senior Indenture) between the Issuer, the Guarantor and The Bank of New York Mellon, acting through its London branch, as trustee (the Trustee), as supplemented by the first supplemental indenture dated as of 6 June 2011 among the Issuer, the Guarantor and the Trustee (the First Supplemental Indenture and, together with the Senior Indenture, the Series A Indenture).  The Series B Notes are to be issued pursuant to the Senior Indenture, as supplemented by the second supplemental indenture dated as of 25 November 2011 among the Issuer, the Guarantor and the Trustee (the Second Supplemental Indenture and, together with the Senior Indenture, the Series B Indenture, and each of the Series A Indenture and Series B Indenture, an Indenture).

We, as your solicitors, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion (collectively, the Documentation), including an Officer's Certificate dated 6 September 2012 in respect of the Guarantor (the Officer's Certificate), and the power of attorney, dated 16 January 2012 (the Power of Attorney), which sets forth the persons authorised to sign, execute, grant, and deliver various instruments, including the Securities, on behalf of the Guarantor.  We have relied on the Documentation in respect of the accuracy of the matters stated therein, which we have not independently established.  We also conducted a search against the statutory records of the Guarantor in its electronic file maintained at Companies House in Edinburgh on the date hereof, and we have assumed that file is up-to-date in all respects.

On the basis of the foregoing, and the assumptions state below, and subject to any matters not disclosed to us, we hereby advise you that, in our opinion:

1. as at the date hereof, the Guarantor is duly incorporated and validly existing under the laws of Scotland; and

2. the Guarantor has corporate power to enter into and to perform its obligations under the Guarantees and, provided that (i) each Guarantee is authorised and executed as provided in the extract minutes attached to the Officer's Certificate, the sealing memo dated 16 January 2012 attached to the Officer's Certificate, the Power of Attorney and the articles of association of the Guarantor, and (ii) the Notes are executed and authenticated, and the Guarantee endorsed thereon, in accordance with the provisions of the applicable Indenture, the Guarantor will have duly authorised, executed and delivered the Guarantees.

In giving the foregoing opinion in 2 above, we have assumed that, at the time of the issuance of a tranche of Securities, (a) the Power of Attorney and the Indentures continue to be in effect and have not been amended, added to, varied or (in the case of the Power of Attorney) revoked; (b) the certifications and assertions made in the Officer's Certificate remain true, accurate and not misleading or out-of-date, and (c) there has been no change in Scots law subsequent to the date of this opinion that would affect the authorisation of the Securities.

Our opinions above are limited to the laws of Scotland as applied by the Scottish courts and in effect on the date of this opinion, and we have made no investigation of the laws of any jurisdiction other than Scotland and neither express nor imply any opinion as to any other laws and in particular the laws of England, the laws of the State of New York and the laws of the United States of America.

This opinion is subject to the provisions of the Banking Act 2009 and any secondary legislation, instruments or orders made, or which may be made, under it.

This opinion is addressed to you for your benefit, and is not to be relied upon by any other person without our express consent, except that it may be relied upon by initial purchasers of Notes issued during a period of four months commencing on the date of this opinion, and by Davis Polk & Wardwell LLP (Davis Polk) for the purposes of its opinions delivered during that period of four months with respect to certain matters of the laws of the State of New York and United States federal law pertaining to the Securities.

This opinion is rendered solely in connection with future issuances of Securities, and may not be relied upon for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Guarantor, and further consent to the reference to our name in any pricing supplement relating to an issue of Securities that has been reviewed by Davis Polk, as United States counsel to the Issuer and the Guarantor, and with respect to which Davis Polk has given its consent in writing to be named therein, provided always that such issue of Securities is made within the abovementioned period of four months, and that any such reference to us is substantially in the form set out in the opinion of Davis Polk to the Issuer and the Guarantor dated 6 September 2012.  In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended.  Save as aforementioned, our opinion is not to be transmitted by you to any other person, nor quoted or referred to in any public document or filed with anyone without our express consent.

Yours faithfully

/s/ Donald I. Cumming

Dundas & Wilson CS LLP

2

EX-5.2

Exhibit 5.2

Linklaters LLP One Silk Street London EC2Y 8HQ Telephone (+44) 20 7456 2000 Facsimile (+44) 20 7456 2222 DX Box Number 10 CDE  

To: Lloyds TSB Bank plc 25 Gresham Street London EC2V 7HN

		6 September 2012
Our Ref	L-197726

Dear Sirs

LLOYDS TSB BANK PLC (the “Issuer”) Medium Term Notes, Series A and Retail Notes, Series B (the “Notes”) to be issued pursuant to the registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on 28 June 2010, as amended by post-effective amendment no.1 thereto filed with the SEC on 22 December 2010 (the “Programme”). 

1   We have acted as English legal advisers to the Issuer in connection with the Programme and have taken instructions solely from the Issuer.

2   This opinion is limited to English law as applied by the English courts and in effect on the date of this opinion. It is given on the basis that it will be governed by and construed in accordance with English law. In particular, we express no opinion herein with regard to any system of law (including, for the avoidance of doubt, Scots law, the federal laws of the United States of America and the laws of the State of New York) other than the laws of England as currently applied by the English courts.

3   For the purpose of this opinion we have examined the documents listed and, where appropriate, defined in the Schedule to this opinion.

4   We have assumed that:

4.1   (except in the case of the Issuer) all relevant documents are within the capacity and powers of, and have been validly authorised by, each party; and

4.2   the meeting of the Board of Directors of the Issuer held on 17 December 2010 (in respect of which an extract of the minutes has been supplied to us) was duly convened and constituted, a quorum was present and acting throughout and the resolutions referred to in the minutes were duly and validly passed and have not been amended, modified or rescinded.

5   References in this opinion to the “Notes” include the global certificates representing the Notes upon issue unless the context indicates otherwise.

6   Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above and subject to the qualifications in paragraph 7 below and to any matters not disclosed to us, we are of the following opinion:

6.1   As at the date hereof, the Issuer is a company incorporated in England under the Companies Acts 1862 and 1985.

6.2   The Issuer has corporate power to enter into and to perform its obligations under the Notes and, provided that each Note is authorised, executed and delivered as provided in the minutes and sealing memos referred to in the Schedule hereto and the Articles of Association of the Issuer, the Issuer will have duly authorised, executed and delivered the Notes.

7   This opinion is subject to the provisions of the Banking Act 2009 and any secondary legislation, instruments and orders made, or which may be made, under it.

8   This opinion extends to Notes issued within four months from the date hereof and is given on the basis that there will be no amendment to or termination or replacement of the documents, authorisations, consents and opinions referred to in the Schedule to this opinion. This opinion is also given on the basis that, unless otherwise agreed between us, we undertake no responsibility to notify you of any change in English law after the date of this opinion.

9   This opinion is addressed to you for your benefit in connection with the issue of the Notes. It is not to be relied upon by any other person without our express consent except that this opinion may be relied upon by initial purchasers of Notes issued within four months from the date hereof, and by Davis Polk & Wardwell LLP for the purposes of any opinions it delivers with respect to certain matters of the laws of the State of New York and the federal laws of the United States of America pertaining to any such Notes.

10   We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by Lloyds Banking Group plc (the “Guarantor”), and further consent to the reference to our name in any pricing supplement relating to a tranche of Notes issued within four months from the date hereof. In giving this consent we do not admit that we are within the category of persons whose consent is required within section 7 of the United States Securities Act of 1933 or the rules and regulations of the SEC thereunder.

Yours faithfully

/s/ Linklaters LLP

Linklaters LLP

SCHEDULE

1   A certified copy of the Articles of Association of the Issuer.

2   An extract of the minutes of a meeting of the Board of Directors of the Issuer held on 17 December 2010 adding the Issuer to the Programme.

3   Sealing memos dated 4 January 2011 and 16 January 2012 containing the powers of attorney for the Issuer in respect of the Programme.

4   Copies of the Opinions dated 6 September 2012 of Davis Polk & Wardwell LLP, US Counsel to the Issuer and Guarantor, and Dundas & Wilson CS LLP, Scottish Counsel to the Guarantor.

EX-5.3

Exhibit 5.3

		New York Menlo Park Washington DC São Paulo London	Paris Madrid Tokyo Beijing Hong Kong
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017	212 450 4000 tel 212 701 5800 fax

September 6, 2012

Lloyds TSB Bank plc

Lloyds Banking Group plc

25 Gresham Street

London EC2V 7HN

United Kingdom

Ladies and Gentlemen:

Lloyds TSB Bank plc, a public limited company organized under the laws of England and Wales (the “Issuer”), and Lloyds Banking Group plc, a public limited company organized under the laws of Scotland (the “Guarantor”) have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3, File No. 333-167844, as amended by Post-Effective Amendment No. 1 thereto, File No. 333-167844-01 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), debt securities to be issued from time by the Issuer and guaranteed by the Guarantor (such debt securities, together with the corresponding guarantees, the “Shelf Securities”).  The Shelf Securities are comprised of securities designated either as Series A Notes (“the Series A Notes”) or as Series B Notes(the “Series B Notes”), and are to be issued on or after the date hereof.  The Series A Notes are to be issued pursuant to the senior debt securities indenture dated as of January 21, 2011 (the “Senior Indenture”) among the Issuer, the Guarantor and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Trustee”) as supplemented by the first supplemental indenture dated as of June 6, 2011, among the Issuer, the Guarantor, and The Trustee (the “First Supplemental Indenture,” and together with the Senior Indenture, the “Series A Indenture”.   The Series B Notes are to be issued pursuant to the Senior Indenture as supplemented by the second supplemental indenture dated as of November 25, 2011, among the Issuer, the Guarantor and the Trustee (the “Second Supplemental Indenture”, and together with the Senior Indenture, the “Series B Indenture”, and each of the Series A Indenture and Series B Indenture, an “Indenture”).

We, as your United States counsel, have examined such documents, corporate records and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had

Lloyds TSB Bank plc Lloyds Banking Group plc 2 September 6, 2012

and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Issuer and the Guarantor that we reviewed were and are accurate and (vi) all representations made by the Issuer and the Guarantor as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, we advise you that in our opinion, when

(i)   the specific terms of a particular tranche of Shelf Securities have been duly authorized and established in accordance with the applicable Indenture;

(ii)   in the case of Series A Notes, such Series A Notes have been duly executed and authenticated in accordance with the Series A Indenture, and in the case of Series B Notes, an authorized officer of the Trustee has notated the issuance of the Series B Notes in accordance with the relevant issuer order on Schedule 1 to the relevant master note as required by Section 3.03 B of the Series B Indenture; and

(iii)   such Shelf Securities have been delivered to the initial purchasers thereof against payment therefor;

such Shelf Securities will constitute valid and binding obligations of the Issuer and the Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including without limitation, concepts of good faith, fair dealing and the lack of bad faith).

In connection with the opinion expressed above, we have assumed that at the time of the delivery of any such Shelf Securities, (1) the terms and the offer and sale of such Shelf Securities have been duly authorized by the Issuer and the Guarantor and such authorization shall not have been modified or rescinded; (2) the Issuer is validly existing as a company in good standing under the laws of England and Wales; (3) the Guarantor is validly existing as a company in good standing under the laws of Scotland; (4) the Trustee is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (5) the Registration Statement is effective and such effectiveness shall not have been terminated or rescinded; (6) the execution, delivery and performance by the Issuer, the Guarantor and the Trustee of the Indentures and the execution, delivery, and performance by the Issuer and the Guarantor of the Shelf Securities (a) are within the corporate powers of the Issuer, the Guarantor and the Trustee, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of the Issuer, the Guarantor or the Trustee, (c) do not require any action by or in respect of, or filing with, any governmental body, agency or official, and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation, public policy or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Issuer, the Guarantor or the Trustee; (7) the Indentures have been duly authorized, executed and delivered by the Trustee; (8) the Indentures are valid, binding and enforceable agreements of the Trustee; and (9) no change in law affecting the validity or enforceability of the Indentures or the Shelf Securities has occurred.

Lloyds TSB Bank plc Lloyds Banking Group plc 3 September 6, 2012

We express no opinion as to (i) provisions in the Indentures that purport to waive objections to venue, claims that a particular jurisdiction is an inconvenient forum or the like, (ii) whether a United States federal court would have subject-matter or personal jurisdiction over a controversy arising under the Notes or (iii) the effectiveness of any service of process made other than in accordance with applicable law. 

We express no opinion as to (i) whether a New York State or United States federal court would render or enforce a judgment in a currency other than U.S. Dollars or (ii) the exchange rate that such a court would use in rendering a judgment in U.S. Dollars in respect of an obligation in any other currency.

We are members of the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York.  Insofar as the foregoing opinion involves matters governed by English law, we have relied, without independent investigation, on the opinion of Linklaters LLP, English legal counsel for the Issuer, dated September 6, 2012, to be filed by the Guarantor with the Commission on Form 6-K concurrently with this opinion, and our opinion is subject to the qualifications, assumptions and limitations set forth therein.  Insofar as the foregoing opinion involves matters governed by Scots law, we have relied, without independent investigation, on the opinion of Dundas & Wilson CS LLP, Scots legal counsel for the Guarantor, dated September 6, 2012, to be filed by the Guarantor with the Commission on Form 6-K concurrently with this opinion, and our opinion is subject to the qualifications, assumptions and limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Guarantor and incorporated by reference into the Registration Statement.  In addition, if a pricing supplement is filed by the Issuer or the Guarantor with the Commission on any future date forming part of the Registration Statement relating to the offer and sale of any particular tranche of Shelf Securities and the pricing supplement contains our opinion substantially in the form set forth below, we consent to including that opinion as part of the Registration Statement and further consent to the reference to our name in the opinion.

“In the opinion of Davis Polk & Wardwell LLP, when the notes offered by this pricing supplement have been executed and issued by the Issuer and the Guarantor and authenticated by the trustee pursuant to the Indenture, and delivered against payment as contemplated herein, such notes will constitute valid and binding obligations of the Issuer, and the related guarantee will constitute a valid and binding obligation of the Guarantor, in each case enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.  This opinion is given as of the date hereof and is limited to the laws of the State of New York.  Insofar as this opinion involves matters governed by Scots law, Davis Polk & Wardwell LLP has relied, without independent inquiry or investigation, on the opinion of Dundas & Wilson CS LLP, dated September 6, 2012 and filed by the Guarantor as an exhibit to a Report on Form 6-K on September __, 2012.  Insofar as this opinion involves matters governed by English law, Davis Polk & Wardwell LLP has relied, without independent inquiry or investigation, on the opinion of

Lloyds TSB Bank plc Lloyds Banking Group plc 4 September 6, 2012

Linklaters LLP, dated September 6, 2012 and filed by the Guarantor as an exhibit to a Report on Form 6-K on September __, 2012.  The opinion of Davis Polk & Wardwell LLP is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinions of Dundas & Wilson CS LLP and Linklaters LLP.  In addition, the opinion of Davis Polk & Wardwell LLP is subject to customary assumptions about the establishment of the terms of the notes, the trustee’s authorization, execution and delivery of the Indenture and its authentication of the notes, and the validity, binding nature and enforceability of the Indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated September 6, 2012, which was filed by the Guarantor as an exhibit to a Report on Form 6-K on September __, 2012.”

In giving our consents above, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP