EX-5.6 18 dp65916_ex0506.htm EXHIBIT 5.6

Exhibit 5.6

 

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 Bank plc
  25 Gresham Street
  London
  EC2V 7HN

2 June 2016

 

Our Ref L-224110

 

Dear Sirs

 

Update of the Lloyds Banking Group plc shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on 2 June 2016 (the “Programme”)

 

1We have acted as English legal advisers to Lloyds Bank plc (the “Bank”) in connection with the update in June 2016 of the Programme and have taken instructions solely from the Bank.

 

2This 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.

 

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

 

4We have assumed that:

 

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

 

4.2each issue of Debt Securities by the Bank will be validly authorised by the Bank;

 

4.3(in the case of each party) all relevant documents have been or (in the case of the Debt Securities and the Subordinated Indenture) will be validly executed and delivered by the relevant party;

 

4.4each of the documents which are the subject of this opinion is valid and binding on each party under the law to which it is expressed to be subject where that is not English law and that words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by English law; and

 

4.5no application will be made to the Financial Conduct Authority in its capacity as competent authority under Part VI of the Financial Services and Markets Act 2000 (the “FSMA”) for the Debt

  

This communication is confidential and may be privileged or otherwise protected by work product immunity.

 

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.

 

Please refer to www.linklaters.com/regulation for important information on our regulatory position.

 

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Securities to be admitted to the Official List of the UK Listing Authority or to the London Stock Exchange plc for the Debt Securities to be admitted to any of its markets for listed securities and no public offer is made by the Bank (or any person acting on its behalf) in the United Kingdom, other than in the circumstances set out in Section 86 of the FSMA.

 

5References in this opinion to:

 

5.1the “Programme Documents” are to the Registration Statement, the Senior Indenture and the Subordinated Indenture (together with the Senior Indenture, the “Indentures”);

 

5.2the “Debt Securities” are to the Debt Securities which may be issued under the Programme; and

 

5.3a “public offer” are to an offer of transferable securities to the public as defined in Section 102B of the FSMA.

 

6Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above and subject to the qualifications in paragraph 8 below and to any matters not disclosed to us, we are of the following opinion:

 

6.1The Bank is a company incorporated in England under the United Kingdom Companies Acts.

 

6.2The Bank has corporate power to enter into and to perform its obligations under the Programme Documents and the Debt Securities and has taken all necessary corporate action to authorise its execution, delivery and performance of the Programme Documents.

 

6.3Save for the authorisation of each issue of Debt Securities required in accordance with the Minutes, the Bank has taken all necessary corporate action to authorise its execution, delivery and performance of the Debt Securities.

 

6.4The subordination provisions contained in the Subordinated Debt Securities and Sections 2.01 and 12.01 of the Subordinated Indenture, insofar as they relate to the Bank would constitute legal, valid, binding and enforceable obligations of the Bank.

 

7The term “enforceable” as used above means that the obligations assumed by the relevant party under the relevant document are of a type which the English courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

 

7.1Enforcement may be limited by (a) bankruptcy, insolvency and liquidation laws, (b) laws relating to reorganisation and (c) laws of general application relating to or affecting the rights of creditors.

 

7.2Enforcement may be limited by general principles of equity - for example, equitable remedies may not be available where damages are considered to be an adequate remedy.

 

7.3Claims may become barred under the Limitation Act 1980 or may be or become subject to set-off or counterclaim.

 

7.4If the performance of the payment obligations of the Bank under any Debt Securities (or under the Indentures in respect of such Debt Securities) is contrary to the exchange control regulations of any country in whose currency such amounts are payable, those obligations may be unenforceable in England by reason of Section 2(b) of Article VIII of the International Monetary Fund Agreement and the Bretton Woods Agreements Order in Council 1946.

 

8This opinion is subject to the following:

 

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8.1It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement, or that no material facts have been omitted from it.

 

8.2We express no opinion as to compliance or otherwise with the limitation on the maximum aggregate nominal amount of the Debt Securities which may be issued under the Programme.

 

8.3To the extent it relates to United Kingdom stamp duties any undertaking or indemnity given by the Bank may be void under Section 117 of the Stamp Act 1891.

 

8.4A certificate, determination, notification, minute or opinion might be held by the English courts not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in any document to the contrary.

 

8.5An English court may, or may be required to, stay proceedings or decline jurisdiction in certain circumstances - for example, if proceedings are brought elsewhere.

 

8.6The effectiveness of provisions relating to the choice of law to govern non-contractual obligations will be subject, where applicable, to Regulation (EC) No 864/2007 of the European Parliament and of the Council on the law applicable to non-contractual obligations (the “Rome II Regulation”). The effectiveness of such provisions in situations where the Rome II Regulation does not apply is uncertain

 

8.7Effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of a contract have to be performed, in so far as those provisions render the performance of the contract unlawful. In such circumstances, the relevant obligations may not be enforceable.

 

8.8An English court may refuse to give effect to any provision of an agreement which amounts to an indemnity in respect of the costs of unsuccessful litigation brought before an English court or where the court has itself made an order for costs.

 

8.9This 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.

 

9This opinion 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 we undertake no responsibility to notify any addressee of this opinion of any change in English law after the date of this opinion.

 

10This opinion is addressed to you solely for your benefit in connection with the update of the Programme. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our express consent.

 

11We hereby consent to the filing of this opinion as an exhibit to, and the reference to us made under the headings “Legal Opinions” and “Enforcement of Civil Liabilities” in the Registration Statement. 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 SEC thereunder.

 

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Yours faithfully

 

/s/ Linklaters LLP

 

Linklaters LLP

 

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SCHEDULE

 

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

 

2Extracts of the minutes of meetings of the Board of Directors of the Bank held on 17 December 2010, 29 November 2012 and 26 November 2015 (the “Minutes”).

 

3Sealing memo dated 4 January 2011 containing the power of attorney for the Issuer in respect of the Programme.

 

4Powers of attorney for the Bank in respect of the Programme dated 18 December 2012 and 7 January 2016.

 

5Registration Statement dated 2 June 2016 including the form of prospectus relating to the Programme (the “Registration Statement”).

 

6Senior Debt Securities Indenture filed with SEC on 7 June 2013 as an exhibit to the Registration Statement (the “Senior Indenture”) between Lloyds Banking Group plc (the “Company”), the Bank and The Bank of New York Mellon (the “Trustee”) relating to the Programme.

 

7Form of Subordinated Debt Securities Indenture filed with SEC on 7 June 2013 as an exhibit to the Registration Statement (the “Subordinated Indenture”) between the Company, the Bank and the Trustee relating to the Programme.

 

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