EX-5.2 4 dp90862_ex0502.htm EXHIBIT 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 Bank plc
  25 Gresham Street
  London EC2V 7HN

 

 

8 May 2018

 

     
       
Our Ref ND/VW

 

Lloyds Bank plc (the “Issuer”) U.S.$1,250,000,000 3.300% Senior Notes due 2021 and U.S.$1,000,000,000 Floating Rate Notes due 2021 (together, the “Notes”) fully and unconditionally guaranteed by Lloyds Banking Group plc (the “Guarantor”) issued pursuant to the shelf registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) on 2 June 2016 (the “Programme”), as supplemented by an amended prospectus supplement filed with the SEC in connection with the Programme on 4 May 2018

 

We have acted as English legal advisers to the Issuer in connection with the issue of the Notes and have taken instructions solely from the Issuer.

 

1This 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.

 

2For the purpose of this opinion we have examined the documents listed and, where appropriate, defined in the Schedule to this opinion.

 

3We have assumed that:

 

3.1(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;

 

3.2(in the case of each party) all relevant documents have been or (in the case of the Notes) will be validly executed and delivered by the relevant party;

 

3.3the meeting of the Board of Directors of the Issuer held on 17 December 2010 and 29 November 2012, 26 November 2015, 24 November 2016 and 29 November 2017 (in respect of which an

 

 

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.

 

 

 

extract of the minutes have been supplied to us) were 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; and

 

3.4each of the documents which is 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.

 

4References in this opinion to the “Notes” include the global certificates representing the Notes upon issue unless the context indicates otherwise.

 

5Based 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:

 

5.1The Issuer has taken all necessary corporate action to authorise its execution, delivery and performance of the Notes and the Eighth Supplemental Indenture and provided that each Note and the Eighth Supplemental Indenture is executed and delivered as provided in the minutes, sealing memo and powers of attorney 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 and the Eighth Supplemental Indenture.

 

5.2In so far as English law is concerned, the obligations assumed by the Issuer under the Notes are valid and binding obligations of the Issuer.

 

6The term “binding” as used above means that the obligations assumed by the Issuer under the Notes 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:

 

6.1Enforcement 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.

 

6.2Enforcement 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.

 

6.3Claims may become barred under the Limitation Act 1980 or may be or become subject to set-off or counterclaim.

 

7This opinion is subject to the following:

 

7.1An English court may, or may be required to, stay proceedings or decline jurisdiction in certain circumstances - for example, if proceedings are brought elsewhere.

 

7.2Effect 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.

 

7.3This 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.

 

8This 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

 

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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.

 

9This opinion is addressed to you solely for your benefit in connection with the issue of the Notes, save as provided below. 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.

 

10We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be submitted by the Guarantor on 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

 

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SCHEDULE

 

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

 

2Extracts of the minutes of meetings of the Board of Directors of the Issuer held on 17 December 2010 (adding the Issuer to the Programme), 29 November 2012, 26 November 2015, 24 November 2016 and 29 November 2017.

 

3Sealing memo dated 4 January 2011 containing the power of attorney for the Issuer pursuant to which the Distribution Agreement and the Senior Indenture were executed.

 

4Powers of attorney for the Issuer in respect of the Programme dated 18 December 2012, 7 January 2016, 25 November 2016 and 4 December 2017.

 

5Senior Indenture dated 21 January 2011 between the Issuer, the Guarantor and the Trustee as supplemented by the first supplemental indenture dated 6 June 2011, the fourth supplemental indenture dated 29 September 2014 and the eighth supplemental indenture dated 2 June 2016 between the Issuer, the Guarantor and the Trustee (the “Senior Indenture”) constituting the Notes.

 

6Eighth Supplemental Indenture dated 8 May 2018 between the Issuer, the Guarantor and the Trustee (the “Eighth Supplemental Indenture”).

 

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