LEGAL OPINION SAMPLE

SAMPLE 1

Date:……………………….

The Company Secretary

ABC CO.

P.O. Box………………….

…………………….
Dear Sir/Madam

RE: LEGAL OPINION CHALLENGING THE MINISTER OF……………..

DECISION ON THE MATTER OF……………………………..
AND………………….

1.0 INTRODUCTION

We, the undersigned EDB and KDD Advocates are rendering this Legal Opinion in
compliance with your letter of instructions dated………………………, bearing
Reference No…………….., in which you duly informed us that you have been
verbally notified by the Ministry of ………..that you are required to
obtain ………. ……….s for ………………………………..services.

Secondly, that you wish to be notified of the existence of legislation if any, on the
issue of ……………………………………….

c.c. (To those whom the letter of instructions was copied to)
2.0 LEGAL ISSUES: (Framed from the letter of instructions)

2.1 Whether the Minister has a mandate of …………………………………, under

the …………………………Act.

2.2 Whether Minister’s…………………………is time-barred and therefore illegal

3.0 LAWS CONSIDERED

3.1 Issue No.1 whether the Minister has a mandate of …………………… under
the …………………………Act.

Functions and powers of the Minister are clearly provided for under Section xx of
the ……….Act. Having studied the Section, there is no section that provides the
Minister may ……………

The Section further explains that, after the matter had been referred to the Minister,
the Minister shall, as soon as practicable “give the decision thereon”, this phrase
shows that the Minister has wide powers in giving decisions but the Section does
not directly state that the Minister may ………………….

The Section goes further to state that, in performing his functions, given under S.
xx, the Minister may exercise the powers conferred on a Board, which are provided
under Sections …. and ……of the Act. The Board, in exercising its powers,
may ………………………… the powers which the Minister also has, if the matter
has been referred to the Minister for reference.

If the phrase “give decision thereon” should be taken to mean agree or disagree
with the Board’s decision. There is room for us to take the matter before a Court to
seek its direction on whether or not the Section provides this avenue that the
Minister has taken.

c.c. (To those whom the letter of instructions was copied to)
3.2 Issue No. 2 Whether Minister’s…………………………is time-barred and
therefore illegal

The matter referred by the Minister of ……………………is time bared, hence

contravene the provisions of S. xx and S……. of the ………………… Act, which
provides that any matter referred to the ………………. or Minister shall be
exercised within …………………….days.

4.0 OPINION

Having examined the relevant legislation, we are of the opinion that. The law
(………………………. Act) does not state that the Minister
may …………………….., so the available solution is to seek to leave to apply for
prerogative orders to quash the decision of the Minister of ……………………….

5.0 CONCLUDING REMARKS

This opinion is limited to matters of the[name of state] Laws and Practices stated
herein and may not be read as extending by implication to any matters not
specifically referred to.

Nothing in this opinion should be taken as expressing an opinion in respect of any

representations or warranties or other information, or any other document
examined in connection with this opinion except as expressly confirmed herein.

This opinion is addressed to you solely for the benefit of ABC CO. alone and may
not be relied upon, used by, or shown to any other person or for any other purpose.

We hereby opine and advise.

Respectfully,
…………………………
EDB and KDD Advocates
c.c. (To those whom the letter of instructions was copied to)
 SAMPLE 2.

Managing Director

Good International Co. Limited

P.O. Box………

Dar es Salaam

Dear Sir

RE: LEGAL OPINION IN RESPECT OF EXEMPTION OF DUTIES ON

TEMPORARY IMPORTATION OF EQUIPMENT

1.0 INTRODUCTION

Reference is made to the interview and your email of [date] in which you have
requested for a legal opinion in respect of exemption of duties on temporary
importation of equipment by your for the exploration activities that are conducted
by Better Co. Ltd who are enjoying importation exemption.

2.0 BACKGROUND

Better Co. Ltd [Better] is an Exploration Company duly registered and licensed to
conduct its activities in Tanzania

We are aware that Better is intending to contract with your company to perform
drilling activities in the Better Licensed area. We, also, aware that your company
has equipment for this task located outside the jurisdiction of Tanzania.

We are also aware that Better does enjoy import duty exemption which by law is
not allowed to pass it on to its contracting service company.

c.c. (To those whom the letter of instructions was copied to)
3.0 LAWS CONSIDERED

For the purpose of this opinion we have considered the following statutes which
we have considered relevant and they are:

East African Community Customs Management Act No.1 of 2005

East African Customs Management (Regulation of 2006)

value Added Tax Act No. 24 of 1997 as amended (VAT) and its subsequent
regulations.

4.0 ASSUMPTION AND LIMITATION

For the purpose of this opinion, we have made the following assumption that:-

Information provided by you is accurate and correct;

Your Company is not registered within Tanzania

Your Company is not a resident in COMESA or SADC where a bilateral exists or

other agreement between a particular state and neighboring country regarding any
matter or field of activity.

The PSA is in good order.

5.0 THE OPINION

Having considered the information that you have provided together with all the
relevant laws of Tanzania, we are of the following opinion that:

Importation of equipment and goods by investors in the petroleum sector is

governed by the East African Community Customs Management Act No.1 of 2005,
East African Customs Management (Regulation of 2006), and Valued Added Tax
No. 24 of 1997 as amended.
c.c. (To those whom the letter of instructions was copied to)
5.1 On the understanding that the tools and equipment to be imported for the
project will be capital in nature and therefore not subjected to Import duties. This
will mean that it does not matter whether the equipment was imported by Better or
your company. The exemption applies across the board as long as this equipment is
considered capital as provided by the Customs Tariff book. However, Your
Company will need to be locally registered and apply for TIN and VAT certificates
before they can import.

5.2 Exploration companies are normally relieved from paying VAT on imports as
provided by virtue of item 8 of the third schedule of the VAT Act 1997. So there
won’t be any VAT applicable on the said imports. However, from this particular
perspective, the TRA would request to see an exploration license which I believe
BETTER would have but not your company. In addition to this, VAT is not a cost
as it is just a transactional tax. So in any event that your company will have to pay
VAT on the Imports (since they don’t possess exploration licenses) however they
will be able to claim back the VAT paid as a refund provided they will be
registered with VAT and have VAT Registration Certificate.

5.3 In case goods imported are for short-term use, temporary importation may be
considered as provided by the East African Customs Management Act (EACMA).
However, this can only be for a 1 year period and not renewable. This is provided
under Section 117(i) of EACMA. That, when goods are imported for temporary
use or purpose shall be exempted from liability to import duties. The exemption
shall be granted only after application to proper office under Form C17 as per
Section 132(g) of Regulation of EACMA. The importation also has to be done
only after being granted permission by the proper officer has to satisfy himself that
goods are true of temporary use and such permission can be granted only after the
Importing Company has given security for the amount of the import duty to which

c.c. (To those whom the letter of instructions was copied to)
the goods would otherwise be liable. It is in the Commissioner’s discretion to
dispense with the requirement of a deposit.

5.4 Better may have an offshore arrangement where Your Company and Better
enter into a hire/purchase agreement with an allowance for Better to export to
Tanzania equipment in its own name for the PSA to apply. In this case contract for
equipment and service will be different.

5.1 This opinion has been given for the benefit and use of Better and shall not be
used in any way whatsoever by any other person apart from the intended addressee
without the prior written consent of the author.

5.2 This opinion is given based on the information which has been disclosed to us.

Kindest regards

………………………………….

Alison David, Advocate

c.c. (To those whom the letter of instructions was copied to)