LEGAL OPINION ON LETTER OF GUARANTEE, A/C: Z OVERSEAS LTD

Dated:  ……..

Mr. X

Senior Vice President

International Leasing and Financial Services Ltd.

Printers Building (14th Floor)

5, Rajuk Avenue

Dhaka 1000

RE:     LEGAL OPINION ON LETTER OF GUARANTEE, A/C: Z OVERSEAS LTD

Dear Sir,

We refer to your letter dated 12.01.2005 regarding the captioned subject.

We have perused the contents of the above letter and the draft Guarantee. It appears that  at the request of Z Overseas Ltd (Z), International Leasing and Financial Services Ltd. (“ILFSL”)  is issuing a Bank Guarantee  in favour of  Bank Asia Limited (“BANK”)  for $96,000 against payment of a Letter of Credit.

The BANK has sent some observations as to clause 5 & 6 of the Guarantee to ILFSL.    ILFSL, enclosing the BANK’s letter, has sought our opinion on whether the interest of ILFSL shall in anyway be affected if their suggested changes are made.

Our opinion is as follows:

As far the claiming of 14% interest p.a. is concerned, it is purely a commercial issue to be settled by ILFSL and the BANK upon negotiation. We are therefore offering no comments on the same.

However, as regards the deletion of clause 5 of the Agreement, we are of the view that ILFSL’s interest will not be hampered if the entire clause is deleted. This clause was rather favourable to the BANK.

Should you have any further query, please revert back to us.

 Yours faithfully,

For: The Lawyers & Jurists

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