Attached files
file | filename |
---|---|
8-K - FORM 8-K - NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | w81641e8vk.htm |
EX-1.1 - EX-1.1 - NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | w81641exv1w1.htm |
EX-4.1 - EX-4.1 - NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | w81641exv4w1.htm |
EX-5.1 - EX-5.1 - NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | w81641exv5w1.htm |
Exhibit 8.1
February 18, 2011
Board of Directors
National Rural Utilities Cooperative Finance Corporation
Woodland Park
2201 Cooperative Way
Herndon, VA 20171
National Rural Utilities Cooperative Finance Corporation
Woodland Park
2201 Cooperative Way
Herndon, VA 20171
Ladies and Gentlemen:
We are acting as counsel to National Rural Utilities Cooperative Finance Corporation, a
District of Columbia cooperative association (the Company), in connection with its registration
statement on Form S-3 (No. 333-169453) (the Registration Statement), filed with the Securities
and Exchange Commission, relating to the public offering of collateral trust bonds of the Company
that may be offered and sold by the Company from time to time as set forth in the prospectus dated
September 17, 2010 (the Prospectus), and as may be set forth from time to time in one or more
supplements to the Prospectus. This opinion letter is rendered in connection with the proposed
public offering of up to $300,000,000 aggregate principal amount of the Companys 3.05% Collateral
Trust Bonds due 2016 (the Bonds), as described in a prospectus supplement dated February 14, 2011
(the Prospectus Supplement). This opinion letter is furnished to you at your request to enable
you to fulfill the requirements of Item 601(b)(8) of Regulation S-K, 17 C.F.R. §229.601(b)(8), in
connection with the Registration Statement. Capitalized terms used in this letter and not otherwise
defined herein shall have the meanings set forth in the Prospectus Supplement.
This opinion letter is based as to matters of law solely on the Internal Revenue Code of 1986,
as amended, its legislative history, judicial authority, current administrative rulings and
practice, and existing and proposed Treasury Regulations, all as in effect and existing on the date
hereof (collectively, federal income tax laws). These provisions and interpretations are subject
to changes, which may or may not be retroactive in effect, that might result in material
modifications of our opinion. We express no opinion herein as to any other laws, statutes,
regulations, or ordinances. Our opinion does not foreclose the possibility of a contrary
determination by the Internal Revenue Service (the IRS) or a court of competent jurisdiction, or
of a contrary position by the IRS or the Treasury Department in regulations or rulings issued in
the future. In this regard, although we believe that our opinion set forth herein will be sustained
if challenged, an opinion of counsel with respect to an issue is not binding on the IRS or the
courts,
and is not a guarantee that the IRS will not assert a contrary position with respect to
such issue or that a court will not sustain such a position asserted by the IRS.
In rendering the following opinion, we have examined such statutes, regulations, records,
certificates and other documents as we have considered necessary or appropriate as a basis for such
opinion, including (but not limited to) the following: (i) an executed copy of the Registration
Statement; (ii) the Prospectus and the Prospectus Supplement; (iii) a specimen copy of each of the
Bonds; and (iv) an executed copy of the Indenture, dated as of October 25, 2007, between the
Company and U.S. Bank National Association, as trustee.
In our review, we have assumed that all of the representations and statements set forth in
such documents are true and correct, and all of the obligations imposed by any such documents on
the parties thereto have been and will continue to be performed or satisfied in accordance with
their terms. We also have assumed the genuineness of all signatures, the proper execution of all
documents, the accuracy and completeness of all documents submitted to us, the authenticity of all
original documents, and the conformity to authentic original documents of all documents submitted
to us as copies (including telecopies). This opinion letter is given, and all statements herein are
made, in the context of the foregoing.
For purposes of rendering our opinion, we have not made an independent investigation of the
facts set forth in any of the above-referenced documents, including the Prospectus and the
Prospectus Supplement. We have consequently relied upon representations and information
presented in such documents.
Based upon, and subject to, the foregoing, we are of the opinion that the discussion in the
Prospectus under the heading United States Taxation, to the extent that it describes provisions
of federal income tax law, is correct in all material respects as of the date hereof.
We assume no obligation to advise you of any changes in the foregoing subsequent to the
effective date of the Registration Statement. This opinion letter has been prepared solely for your
use in connection with the filing of a Current Report on Form 8-K on the date of this opinion
letter in connection with the issuance and sale of the Bonds, incorporated by reference in the
Registration Statement, and should not be quoted in whole or in part or otherwise referred to, nor
filed with or furnished to, any other governmental agency or other person or entity without the
prior written consent of this firm.
We hereby consent to the filing of this opinion as an exhibit to Companys Form 8-K and the
incorporation hereof into the Registration Statement. In giving
such consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act
of 1933, as amended.
Very truly yours, |
||||
/s/ HOGAN LOVELLS US LLP | ||||