SYED ISHTIAQ AHMED & ASSOCIATES

Law Consultants and Practitioners

[●], 2023
Agence Française de Développement
5, rue Roland Barthes
75598 Paris Cedex 12 - France

ATTN: Ms. Fleur Irvine

Counsel – Financing Division

Sub: Legal Opinion on the validity and enforceability of the Framework

Agreement for an Uncommitted Credit Facility (“FWA”) dated [●] executed
between Agence Française de Développement ("AFD" or "Lender") and the
Government of the People’s Republic of Bangladesh (the "Borrower" or
“GoB”) in respect of credit(s) of up to a total of one hundred million Euros
(EUR 100,000,000) which will finance the development of a Bus Rapid
Transit system on a North-South orientation, between the city of Gazipur,
Dhaka airport and three terminals in the city center: Mohakali, Rampola
and Gabtoli (the “Project”).

Dear Madam,

We have acted as legal counsel to AFD in Bangladesh as to matters of Bangladeshi law

in connection with the FWA dated [●] executed between AFD and the Borrower in
respect of a loan up to One hundred million Euros (EUR 100,000,000) and the relevant
credit approvals (each being a “Credit Approval”) (the FWA and Credit Approval(s)
together being the “AFD Credit”) for development of the Project.

In this regard we are required to provide a legal opinion on the validity and enforceability
of the FWA and the relevant Credit Approvals and on the capacity of the Borrower to
enter into such documents.

As per the scope of work of the tender no. 69/SGN-JUR/2022, upon finalisation of the
FWA with the GoB, we are required to review the draft of FWA, the relevant Credit
Approval(s) and all documents submitted by the GoB to show evidence of fulfillment of
condition precedents as stated in Schedule 3, Part I (Conditions Precedent to the
Signing of the Framework Agreement) and Schedule 3, Part II (Conditions Precedent to
the Signing of the Approvals of each Credit) of the FWA. Upon review of these
documents and the signing of the FWA and the relevant Credit Approvals, we are
providing this legal opinion on : (i) the validity and enforceability of the FWA and the
relevant Credit Approvals; and (ii) on the capacity of the Government of Bangladesh to
enter into such FWA and the relevant Credit Approvals, in respect of the satisfaction of
the said conditions precedent as below:

Expressions defined in the FWA shall, unless otherwise defined herein, have the same
meanings when used in this opinion.

Concord Ovilash (1st Floor), House No. 62, Road No. 11A, Dhanmondi, Dhaka-1205
Tel: (+88-02) 58151535; (Supreme Court) 9550479
Fax: (+88-02) 58151136; E-mail: info@siaalaw.com
SYED ISHTIAQ AHMED & ASSOCIATES Page 2
of 6

1. For the purpose of this opinion we have examined the following documents
(“Documents”):

a) executed original of the FWA;

b) executed original of each Credit Approval;

c) letter no. 09.00.0000.163.24.039.22-117 [●] dated [●] 06.06.2023 issued by

Economic Relations Division, Government of Bangladesh (“ERD”) and
signed by [●], Dr. Mohammad Jahangir Alam, Deputy Secretary stating the
following:

i. all formalities regarding the signing of the ‘Framework Agreement (FA)

and Approval of First Credit of 62 Million Euro’ (“FWA”) for Uncommitted
Credit Facility (FWA)’ (and, if applicable, the relevant Credit Approvals)
in relation to the Project have duly been completed and it is now ready
for signature; and

ii. The Secretary of ERD will sign the FWA on behalf of the GoB;

d) letter no. [●] 09.00.0000.163.24.037.22-110 dated [●] 05.06.2023 issued by

ERD and signed by Dr. Mohammad Jahangir Alam[●], Deputy Secretary
stating that [●], Ms. Sharifa Khan, the Secretary of ERD will sign the FWA
on behalf of the GoB, with a specimen of signature of such person;

e) letter no. [●] dated [●] issued by ERD and signed by [●], Deputy Secretary
provided the specimen signature of [●], authorised person(s) of ERD, who
are responsible for signing Credit Request and Drawdown Request and
other relevant documents in relation to the Project with a specimen of
signature of such person; and

f) letter no. [●] dated [●] issued by the Ministry of [●], read with letter no. [●]
dated [●] issued by the Finance Division, Ministry of Finance approving the
implementation of the Project which includes the approval of the AFD Credit
(“Project Approval”);

g) letter no. [●] dated [●] issued by [●] containing the minutes of the
interministerial meeting held on [●] between the Ministry of [●], ERD,
Finance Division and Bangladesh Bank approving the borrowing of the
Credit Facility;

In addition to the above mentioned letters, at our request, on [●] ERD has shown us
a “note sheet” (printed on blue paper), bearing memo no[●]
09.00.0000.163.24.039.22 dated [●], 24.05.2023, which bears the signature of
Sheikh Hasina, Hon’ble Prime Minister of the Government of the Peoples Republic
of Bangladesh (who signed on [●]), Mr. AHA Mustafa Kamal, Hon’ble Finance
Minister of the Government of the Peoples Republic of Bangladesh (who signed on
SYED ISHTIAQ AHMED & ASSOCIATES Page 3
of 6

[●]) and seal of the People’s Republic of Bangladesh, authorizing the borrowing for
the Project, which includes the AFD Credit, by the GoB, and authorizing the
Secretary/ Additional Secretary of ERD to execute the borrowing documents. ERD
has confirmed that it has issued the letters dated [●] pursuant to receiving the said
(i) ‘note sheet’ signed by the Prime Minister of Government of the People’s Republic
of Bangladesh and (ii) Project Approval. However, the ‘note sheet’ being an inter-
government office communication, cannot be officially forwarded to us or AFD under
the provisions of the Official Secrets Act, 1923.

(All the aforementioned documents are collectively referred to as the

‘Documents’)

2. Based upon the Documents provided, and subject to the qualifications set out
below and to any matters not disclosed to us, we are of the opinion that the
following Conditions Precedent to the Signing of the Framework Agreement
(“FWA CPs”) in Schedule 3, Part I (a) of the FWA have been fulfilled.

CP NO. 1: The borrowing approval issued by the Borrower whereby the entering into
the FWA is authorised according to the terms and conditions stated hereto is evidenced
by the following aforementioned letters:

a) Memo no. 09.00.0000.163.24.039.22 [●] dated 24.05.2023[●], which bears the

signature of Sheikh Hasina, Hon’ble Prime Minister of the Government of the
Peoples Republic of Bangladesh (who signed on [●]), Mr. AHA Mustafa Kamal,
Hon’ble Finance Minister of the Government of the Peoples Republic of
Bangladesh (who signed on [●]) and seal of the People’s Republic of
Bangladesh, authorizing the borrowing for the Project, which includes the AFD
Credit, by the GoB, and authorizing the Secretary/ Additional Secretary of ERD
to execute the borrowing documents.

b) letter no. 09.00.0000.163.24.039.22-117 [●] dated 06.06.2023 [●] issued by

Economic Relations Division, Government of Bangladesh (“ERD”) and signed by
Dr. Mohammad Jahangir Alam,[●].stating the following:

i. all formalities regarding the signing of the ‘Framework Agreement (FA)

and Approval of First Credit of 62 Million Euro’ (“FWA”)for Uncommitted
Credit Facility (FWA)’ in relation to the Project have duly been completed
and it is now ready for signature; and

ii. The Secretary of ERD will sign the FWA on behalf of the GoB;

c) letter no. [●] dated [●] issued by the Ministry of [●], read with letter no. [●] dated
[●] issued by the Finance Division, Ministry of Finance approving the
implementation of the Project which includes the approval of the AFD Credit
(“Project Approval”);
SYED ISHTIAQ AHMED & ASSOCIATES Page 4
of 6

d) letter no. [●] dated [●] issued by [●] containing the minutes of the interministerial
meeting held on [●] between the Ministry of [●], ERD, Finance Division and
Bangladesh Bank approving the borrowing of the Credit Facility;

e) letter no. 09.00.0000.163.24.037.22-110 [●] dated [●] 05.06.2023 issued by

ERD and signed by Dr. Mohammad Jahangir Alam[●], Deputy Secretary stating
that Ms. Sharifa Khan,[●], the Secretary of ERD will sign the FWA on behalf of
the GoB, with a specimen of signature of such person;

3 Based upon the Documents provided, and subject to the qualifications set out
below and to any matters not disclosed to us, we are of the opinion that the
following Conditions Precedent to the Signing of the Framework Agreement (“CA
CPs”) in Schedule 3, Part II (a) of the FWA have been fulfilled.

CP NO. 1: The borrowing approval issued by the Borrower in relation to the relevant
Credit Approval is authorised according to the terms and conditions stated hereto is
evidenced by the following aforementioned letters:

a) Memo no. 09.00.0000.163.24.039.22 [●] dated 24.05.2023[●], which bears the

signature of Sheikh Hasina, Hon’ble Prime Minister of the Government of the
Peoples Republic of Bangladesh (who signed on [●]), Mr. AHA Mustafa Kamal,
Hon’ble Finance Minister of the Government of the Peoples Republic of
Bangladesh (who signed on [●]) and seal of the People’s Republic of
Bangladesh, authorizing the borrowing for the Project, which includes the AFD
Credit, by the GoB, and authorizing the Secretary/ Additional Secretary of ERD
to execute the borrowing documents.

b) letter no. 09.00.0000.163.24.039.22-117 [●] dated 06.06.2023 [●] issued by

Economic Relations Division, Government of Bangladesh (“ERD”) and signed by
Dr. Mohammad Jahangir Alam,[●]. stating the following:

iii. all formalities regarding the signing of the ‘Framework Agreement FA)
and Approval of First Credit of 62 Million Euro’ (“FWA”)for Uncommitted
Credit Facility (FWA)’ in relation to the Project have duly been completed
and it is now ready for signature; and

iv. The Secretary of ERD will sign the FWA on behalf of the GoB;

f)c) letter no. [●] dated [●] issued by the Ministry of [●], read with letter no. [●] dated
[●] issued by the Finance Division, Ministry of Finance approving the
implementation of the Project which includes the approval of the AFD Credit
(“Project Approval”);
Formatted: Numbered + Level: 1 + Numbering Style: a,
c, … + Start at: 1 + Alignment: Left + Aligned at: 0.25" +
Indent at: 0.5"

g)d) letter no. [●] dated [●] issued by [●] containing the minutes of the
interministerial meeting held on [●] between the Ministry of [●], ERD, Finance
Division and Bangladesh Bank approving the borrowing of the Credit Facility;
SYED ISHTIAQ AHMED & ASSOCIATES Page 5
of 6

h)e) letter no. 09.00.0000.163.24.037.22-110 [●] dated [●] 05.06.2023 issued

by ERD and signed by Dr. Mohammad Jahangir Alam[●], Deputy Secretary
stating that Ms. Sharifa Khan,[●], the Secretary of ERD will sign the FWA on
behalf of the GoB, with a specimen of signature of such person;

CP NO. 2: The authorisation of Ms. Sharifa Khan,, the Secretary of ERD[●] to sign the
FWA on behalf of the Borrower, together with the certified form of signature of such
person is evidenced by the following letters of confirmation issued by ERD:

a) Memo no. 09.00.0000.163.24.039.22 [●] dated 24.05.2023[●], which bears the

signature of Sheikh Hasina, Hon’ble Prime Minister of the Government of the
Peoples Republic of Bangladesh (who signed on [●]), Mr. AHA Mustafa Kamal,
Hon’ble Finance Minister of the Government of the Peoples Republic of
Bangladesh (who signed on [●]) and seal of the People’s Republic of
Bangladesh, authorizing the borrowing for the Project, which includes the AFD
Credit, by the GoB, and authorizing the Secretary/ Additional Secretary of ERD
to execute the borrowing documents.

b) letter no. 09.00.0000.163.24.037.22-110 [●] dated 05.06.2023 [●] issued by

ERD and signed by Dr. Mohammad Jahangir Alam[●], Deputy Secretary stating
that Ms. Sharifa Khan[●], the Secretary of ERD will sign the FWA on behalf of
the GoB, with a specimen of signature of such person; .

CP NO. 3: 2) A certificate issued by a duly authorised representative of the Borrower

listing the person(s) authorised to sign, on behalf of the Borrower, the Credit Requests,
the Notices of Financial Conditions, the Credit Approvals and any certificate in
connection with the Framework Agreement or to take all other measures and/or sign all
other necessary documents (such as, as the case may be, the Drawdown Requests) on
behalf of the Borrower under the Finance Documents (together with a specimen of the
signature of such person(s).. This is evidenced by the following letter:

c) letter no. [●] dated [●] issued by ERD and signed by [●], Deputy Secretary
provided the specimen signature of [●], authorised person(s) of ERD, who are
responsible for signing Credit Request and Drawdown Request and other
relevant documents in relation to the Project with a specimen of signature of such
person; and

We are of the opinion that the Documents have been duly executed by the persons who
issued the respective documents and constitute the evidence of fulfilment of the
Conditions Precedent in Schedule 3, Part I (a) and Part II(a) of the FWA.

4. Based upon the Documents provided, and subject to the qualifications set out
below and to any matters not disclosed to us, in regard to the Representations
stated in Clause 13 of the FWA we are of the opinion that:

(a) The obligations of the Borrower under the FWA and the relevant Credit
Approval are in compliance with the laws and regulations applicable in
SYED ISHTIAQ AHMED & ASSOCIATES Page 6
of 6

Bangladesh and constitute valid and binding obligations of the Borrower,

enforceable in accordance with their terms.

(b) The execution, delivery and performance of the FWA by the Borrower
and the relevant Credit Approval and the performance of the obligations
arising therefrom do not conflict with any applicable Bangladesh laws or
regulations.

(c) The Borrower has all requisite power to execute and perform the FWA
and the relevant Credit Approval and to perform the obligations arising
therefrom and has taken all necessary actions in this respect.

(d) All Authorizations required:

(i) to enable the Borrower to lawfully enter into, exercise its rights and
comply with its obligations under the FWA and the relevant Credit
Approval; and

(ii) to make the FWA and the relevant Credit Approval admissible as
evidence in the courts of Bangladesh or in arbitral proceedings,

have been obtained and are in full force and effect, and to the best of our
knowledge and information, there is no ongoing proceedings or
circumstances of any nature whatsoever which could result in the
withdrawal, non-renewal, suspension or modification, in whole or in part,
of any such Authorizations.

(e) The choice of the French law to govern the FWA and the relevant Credit
Approval is legal, valid and binding on the Borrower and will be upheld
as a valid choice of law by the courts of Bangladesh and the arbitration
clauses under the FWA and the relevant Credit Approval providing for
the resolution of disputes in accordance with the Rules of Conciliation
and Arbitration of the International Chamber of Commerce are binding on
the Borrower and would be given effect in judicial or administrative
proceedings in Bangladesh.

(f) The People’s Republic of Bangladesh being a signatory to the 1958 New
York Convention for Enforcement of Foreign Arbitral Award, any award
by an arbitral tribunal in relation to the FWA and the relevant Credit
Approval will be recognised and enforceable in Bangladesh under the
Arbitration Act, 2001 subject to any grounds for challenge under the said
Act.

(g) Under the laws of Bangladesh, the FWA and the relevant Credit Approval
shall not be subject to stamp duty or registration costs, except that it shall
require to be executed on non-judicial stamp paper of BDT 300.00.
SYED ISHTIAQ AHMED & ASSOCIATES Page 7
of 6

(h) All sums owed to AFD under the FWA and the relevant Credit Approval
are freely transferable to France since the AFD Credit is granted to the
GoB, and no approval of Bangladesh Bank (the Central Bank of
Bangladesh) under the Foreign Exchange Regulation Act, 1947 read with
the Guidelines for Foreign Exchange Transactions published by the
Bangladesh Bank in 2018 (“FX Guidelines”) would be required.

(i) The payments to be made by the Borrower to the Lender under the FWA
and the relevant Credit Approval shall not be subject to withholding taxes
under Bangladesh laws.

5. Our opinion is rendered subject to the following qualifications:

(a) The expression “valid, binding and enforceable” above means that the
obligations expressed to be assumed under the Documents are of a type
which the Bangladesh courts will treat as valid and binding. It does not
mean that these obligations will necessarily be enforced in all
circumstances.

(b) We express no opinion as to whether specific performance or injunctions,

being equitable remedies would necessarily be available in respect of
any of the obligations of the Borrower under the Documents.

(c) Any provision in the Documents providing that any calculation or

certification is to be conclusive and binding will not be effective if such
calculation or certification is fraudulent or manifestly inaccurate and will
not necessarily prevent judicial enquiry into the merits of any claim by
any party thereto.

(d) A Bangladesh court may stay any proceeding brought before it if

concurrent proceedings are brought elsewhere and the court considers
that such forum is more convenient to the action.

Upon review of the Documents we are of the opinion that the FWA and the relevant
Credit Approval are valid and enforceable under the laws of Bangladesh and the GoB
through ERD has full capacity to enter into such documents, and all conditions precedent
to the signing of the FWA and the relevant Credit Approval (as stated in Part 1(a) and
Part II(a), Schedule 3 of the FWA) thereto have been complied with.

This opinion is given to AFD for the sole benefit of themselves and for the purpose of
the Documents. It is restricted solely to matters of Bangladesh law. It may not be
delivered to nor relied upon by any other person or for any other purpose nor is it to be
quoted or referred to in any document or filed with any person, except in any case with
our prior written consent.

Yours faithfully,
SYED ISHTIAQ AHMED & ASSOCIATES Page 8
of 6

SYED ISHTIAQ AHMED & ASSOCIATES