Capacity Opinion for the Following Member

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[***] 2014

LME Clear Limited ("LME Clear")

56 Leadenhall Street

London

EC3A 2DX

Dear Sirs

Capacity opinion for the following member:

1.  As avocats près la Cour d'Appel de Paris, we have acted as legal advisers to LME Clear to provide the following opinion under the law of France in connection with the participation in the clearing and settlement system operated by LME Clear (the "LME Clear System") of [specify member] (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. Except for the documents listed in schedule 1 and schedule 2, we have not for the purposes of this opinion examined any contracts or other documents entered into by or affecting, or any corporate documents relating to, a Member and we have not made any enquiries or searches in respect of any Member.

3.  Scope of opinion

This opinion is given only with respect to the laws of France in force at the date of this letter. You should note that the case law on many of the matters opined on is scarce and that French courts are not bound by precedent. No opinion is expressed or implied as to the laws of any other jurisdiction. We express no opinion as to matters of fact.

4.  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)  [where a document has been examined by us in draft or specimen form it will be executed in the form of the draft or specimen;]

(d)  all copies certified and all documents dated earlier than the date of this opinion on which we have expressed reliance remain accurate, complete and in full force and effect at the date of this opinion;

(e)  all documents, forms and notices which should have been delivered to the Companies Registry of [insert relevant Greffe] on behalf of or relating to the Member have been so delivered and the files of records maintained as such concerning the Member were complete, accurate and up-to-date at the time of the searches referred to in schedule 2;

(f)  the resolutions contained in the minutes referred to in paragraph 3 of schedule 2 were duly passed at a properly convened, constituted and conducted meeting of duly appointed directors of the Member at which all constitutional, statutory and other formalities were duly observed (including, if applicable, those relating to the declaration of directors' interests or the power of interested directors to vote); such resolutions, [the Règlement Intérieur], the powers of attorney and the decisions referred to in paragraph 4 of schedule 2 have not been and will not be amended or rescinded and are in full force and effect; and the minutes of such meeting are a true record of the proceedings at such meeting;

(g)  the Member [will / has] enter[ed] into the Member Documents in good faith (bonne foi) for the purpose of its business and there [are/will be] reasonable grounds for believing that the arrangements contemplated in the Member Documents will be in the corporate interest (intérêt social) of the Member. The Member Documents constitute for the Member a transaction in the normal course of business (opération courante) and [have been / will be] entered into for bona fide commercial reasons and on arm's length terms between independent parties;

(h)  the Member Documents [have been / will be] entered into by the Member prior to the formal commencement of any insolvency proceeding in respect of the Member or any equivalent insolvency procedure under foreign law in respect of the Member and the Member is in position to pay its debts as they fall due;

(i)  no proceedings have been instituted or injunction granted against a Member to restrain it from performing any of its obligations under the Member Documents;

(j)  since the date of the searches mentioned in paragraph 1 of schedule 2, no steps have been taken to institute any procédure de sauvegarde, procédure de sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire procedure with respect to the Member and the Member is in a position to pay its debts as they fall due and is not insolvent;

(k)  there are not and will not be any oral or written arrangements between the Parties which modify or supersede the terms of a Member Document in any respect material to this opinion;

(l)  no Member Document [has been / will be] entered into by any Party in connection with money laundering or any other unlawful activity;

(m)  the choice of the laws of a jurisdiction other than France to govern the Member Documents and the submission by the Parties thereto to the jurisdiction of courts other than the courts of France were not made with the intent of avoiding the application to such clauses of mandatory provisions of the laws of France or another jurisdiction which a French court may consider relevant;

(n)  each Member Document [constitutes / will constitute] legal, valid and legally binding obligations of all parties (including the Member) thereto, enforceable against each such Party in accordance with their terms under the laws by which the Member Documents are expressed to be governed and any other laws applicable thereto, and that, if any such obligation falls to be performed in any jurisdiction other than France, its performance will not be illegal or ineffective by virtue of the laws, or doctrines of public policy, of that jurisdiction;

(o)  each of the Parties (other than the Member) to the Member Documents has full corporate power and authority to enter into and perform its obligations under the Member Documents to which it is a Party and the Member Documents have been duly authorised, executed and delivered by such Parties, in each case under all applicable laws;

(p)  all formalities and requirements of the laws of any relevant jurisdiction, and of any regulatory authority therein, applicable to the execution, performance, delivery and enforceability of the Member Documents have been or will be duly complied with; and

(q)  no law (other than French laws) affects any of the conclusions stated in this opinion.

5.  Opinion

5.1  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 under the laws of France.

(b)  The Member has the necessary corporate power 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 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 laws of France.

(f)  The Member has no right to immunity from jurisdiction or execution on grounds of sovereignty in respect of any action or proceeding relating to the Member Documents[, save in the case of assets, or rights in respect of assets, that are employed in a service public (public service) over which the French state or an entité de droit public (public law entity) has rights;]

(g)  Based on the searches referred to in paragraph 1 of schedule 2 and on the assumption that the information obtained is accurate and complete, the registration certificate (Extrait K-bis) and the results of a non-insolvency search (Recherches Négatives en Matière de Procédures Collectives) referred to in paragraph 1 of schedule 2, reveal that no notice of safeguard procedure (procédure de sauvegarde), judicial reorganisation (redressement judiciaire), judicial liquidation (liquidation judiciaire), winding up (dissolution) or voluntary liquidation has been filed with the Companies Registry (Registre du commerce et des sociétés) of [insert relevant Greffe] as of [specify date].

6.  Qualifications

This opinion is subject to the following qualifications:

(a)  The opinion set forth above 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.

(c)  The contractual obligations of the parties to an agreement are subject to the general rules of public order as to the validity of agreements under the laws of France concerning, in particular, the absence of breach of consent, certainty of object, legality of cause and the absence of fraud.

(d)  The searches referred to of paragraph 1 in schedule 2 will not necessarily reveal whether or not (i) a voluntary winding up proceeding, insolvency proceeding, any safeguard receivership (procédure de sauvegarde), accelerated financial safeguard proceeding (procédure de sauvegarde financière accélérée), mandat ad hoc, conciliation proceedings (procédure de conciliation) or winding-up procedure of the Member has commenced and (ii) the Member is in a position to pay their debts as they fall due, it is not threatening to be unable to pay its debts as they fall due and it is not over-indebted.

(e)  As a general rule, proxies, powers of attorney or mandates (mandats) may be terminated at will (ad nutum) at any time notwithstanding that they are expressed to be irrevocable.

(f)  Any instrument that is registered in France, although such registration is not compulsory under French law, is subject to a fixed registration tax of 125 euros.

7.  Observations

(a)  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.

(b)  It should be understood that, as legal advisers as aforesaid, we have not been responsible for investigating or verifying the accuracy of the facts, or statements of foreign law, or the reasonableness of any statements of opinion contained in any documents provided in connection with the Member Documents or otherwise or that no material facts or matters have been omitted from them. We express no opinion as to whether the persons responsible for such documents have discharged their responsibilities thereunder.

8.  Benefit of opinion

8.1  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.

8.2  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