On Letter Head of Relevant Law Firm Etc

- 5 -

Draft 2 May 2014
Template legal opinion to be issued to LME Clear Limited by an American member's own external or internal counsel with respect to the federal laws of the United States and the laws of the [State of Delaware (or other United States jurisdiction in which Member is incorporated)]. Please delete this banner from the final opinion.

[On letter head of relevant law firm etc]

[insert date] 2014

LME Clear Limited ("LME Clear")

56 Leadenhall Street

London

EC3A 2DX

Dear Sirs

Capacity opinion for the following member: [specify member]

1.  We have acted as United States and [Delaware] legal advisers to [specify member] (the “Member”) in connection with the participation in the clearing and settlement system operated by LME Clear (the "LME Clear System") of the Member. Unless otherwise defined in this opinion, capitalised terms used below shall have the meanings attributed to them in the Member Documents (as defined in schedule 1 hereto).

Documents examined

2.  For the purposes of this opinion, we have examined the documents listed in schedule 2 hereto each in the form attached to this letter, which we have deemed necessary or appropriate for the purposes of this opinion.

3.  Searches

We have conducted a search of [description of the relevant public searches] in relation to the Member which we have deemed necessary or appropriate for the purpose of this opinion.

4.  Scope of opinion

This opinion is given only with respect to the federal law of the United States and the law of the [State of Delaware] in force at the date of this letter as applied by the federal courts of the United States or the state courts of [Delaware]. No opinion is expressed or implied as to the laws of any other territory.

5.  Assumptions

In rendering this opinion, we have assumed:

(a)  all documents submitted to us as originals are authentic and complete and all signatures and seals are genuine;

(b)  all documents supplied to us as photocopies or facsimile transmitted copies or other copies conform to the originals and such originals are authentic and complete;

(c)  the accuracy as to factual matters contained within each Member Document we have examined;

(d)  no agreement has been entered into, no actions have been taken, no decisions have been made and no other events have occurred which annul, cancel, supersede, replace, amend, waive or otherwise modify the information set forth in any of the Member Documents examined by us; and

(e)  each Member Document constitutes valid and legally binding obligations of all parties thereto under the law by which it is expressed to be governed.

6.  Opinion

6.1  Based on the foregoing and subject to the qualifications and observations set out below, we are of the opinion that:

(a)  The Member is duly incorporated and validly existing in good standing under the laws of the [State of Delaware].

(b)  The Member has the necessary corporate capacity, power and authority to enter into each Member Document, exercise its rights and perform its obligations under each Member Document.

(c)  All corporate and other action required by the constitutional documents of the Member to authorise the execution and delivery of each Member Document and the exercise of its rights and the performance of its obligations under each Member Document has been duly taken.

(d)  Each Member Document has been duly executed and delivered by the Member.

(e)  The execution and delivery by the Member of each Member Document and the performance of its obligations thereunder does not and will not breach:

(i)  the constitutional documents of the Member; or

(ii)  any provision of the federal law of the United States or the law of the [State of Delaware] generally applicable to the Member.

(f)  The Member is not entitled to claim immunity from suit, execution, attachment or other legal process in the federal courts of the United States or the state courts of [Delaware].

(g)  No consents, authorizations, licenses or approvals are required from any federal governmental or other federal regulatory authorities, or from any governmental or other regulatory authorities in the State of Delaware, to enable the Member to enter into each Member Document and to perform its obligations expressed to be assumed therein.

(h)  The federal courts of the United States and the state courts of [Delaware] would recognize and give effect to the choice of governing law in the Member Documents and the submission of jurisdiction to the courts specified in the Member Documents.

7.  Qualifications

This opinion is subject to the following qualifications:

(a)  The opinion set forth above as regards the Member’s corporate power to exercise its rights and perform its obligations under each Member Document is subject to all limitations resulting from the laws of administration, suspension of payments, liquidation, insolvency, reorganisation, suretyship or similar laws of general application affecting creditors’ rights.

(b)  We express no opinion as to the correctness of any warranties given by the Member (expressly or impliedly) under or by virtue of the Member Documents, save if and insofar as the matters warranted are the subject-matter of specific opinions in this letter.

8.  Observations

We have not considered the particular circumstances of any party to the Member Documents (save the Member to the extent expressly stated herein) or the effect of such particular circumstances on the Member Documents or the transactions contemplated thereby.

9.  Benefit of opinion

9.1  This opinion is provided to LME Clear and may be relied on by LME Clear for the purposes of the Member Documents. This opinion may also be disclosed for information only to (but not relied on by):

(a)  the auditors, legal and other professional advisers and the regulators of LME Clear or the Member or any affiliate of LME Clear; and

(b)  any person to whom LME Clear is required to disclose this opinion under applicable law.

9.2  No recipient may disclose this opinion to any other person or quote or refer to it in any public document or file it with any person, without our prior written consent in each specific case.

Yours faithfully

[insert name of law firm etc]

SCHEDULE 1

List of Member Documents

/ Date / Description / Parties / Governing law /
1.  / (not dated) / Rules and Procedures of LME Clear Limited
(the "Rules") / LME Clear Limited
Members / English
2.  / [specify date] / Clearing Membership Agreement
(the "Membership Agreement") / LME Clear Limited
[specify member] / English
3.  / [specify date] / Security Deed (English Law)
(the "English Pledge") / [specify member]
in favour of
LME Clear Limited / English
4.  / [specify date] / Security Deed (Belgian Law)
(the "Belgian Pledge") / [specify member]
in favour of
LME Clear Limited / Belgian
5.  / [specify date] / Security Deed (Luxembourg Law)
(the "Luxembourg Pledge") / [specify member]
in favour of
LME Clear Limited / Luxembourg
6.  / [specify date] / Security Deed (New York Law)
(the "US Pledge") / [specify member]
in favour of
LME Clear Limited / New York, USA
7.  / [specify date] / Member-to-Client Security Deed
(the "Member-to-Client Pledge") / [specify member]
in favour of
Client / English

Each document listed in paragraphs 1-7 is referred to as a "Member Document".

"Party" means any party to a Member Document.

SCHEDULE 2

Evidence of authority

/ Description /
1.  / [specify constitutional and other documents relating to the Member’s establishment and/or continuance, as appropriate]
2.  / [specify board resolutions, as appropriate]
3.  / [specify shareholders/members’ resolutions, as appropriate]
4.  / [specify other documents and records relating to signing of Member Documents and other formalities, etc., as appropriate, eg a [copy of a] power of attorney issued and signed by [insert name and position]]
5.  / [specify documents relating to factual matters, as appropriate, eg a certificate of the officer or director of the Member]
6.  / [specify documents or consents given or provided by third parties]

Classification: Confidential