EX-99.(D) 3 e621438_ex99-d.htm

 

Exhibit (d) 

 


 


 


              March 14, 2022

 

Citibank, N.A. – ADR Department
388 Greenwich Street
New York, New York 10013

 

Ladies and Gentlemen:

 

We refer to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the United States Securities Act of 1933, as amended (the “Securities Act”), 300,000,000 American Depositary Shares (the “ADSs”) to be issued under the Second Amended and Restated Deposit Agreement, dated as of August 10, 2001, by and among Citibank, N.A., as Depositary, Companhia Energética De Minas Gerais - CEMIG, a company organized under the laws of the Federative Republic of Brazil (the “Company”), and all Holders and Beneficial Owners (each as defined in the Deposit Agreement and hereinafter used as so defined) of ADSs issued thereunder (the “Second Amended and Restated Deposit Agreement”, a copy of which was filed as Exhibit (a)(iii) to the Registration Statement), as amended by Amendment No. 1 to Second Amended and Restated Deposit Agreement, dated as of June 11, 2007 (“Amendment No. 1 to Second Amended and Restated Deposit Agreement”), by and among the Depositary, the Company, and all Holders and Beneficial Owners of ADSs issued under the Second Amended and Restated Deposit Agreement, as amended by Amendment No. 1 to Second Amended and Restated Deposit Agreement (a copy of which was filed as Exhibit (a)(ii) to the Registration Statement), as proposed to be further amended by Amendment No. 2 to Second Amended and Restated Deposit Agreement (“Amendment No. 2 to Second Amended and Restated Deposit Agreement” and together with the Second Amended and Restated Deposit Agreement and Amendment No. 1 to Second Amended and Restated Deposit Agreement, the “Deposit Agreement”), by and among the Depositary, the Company, and all Holders and Beneficial Owners of ADSs issued under the Deposit Agreement, a draft copy of which is being filed as Exhibit (a)(i) to the Registration Statement. Each ADS will represent the right to receive, subject to the terms and conditions of the Deposit Agreement, Brazilian law and, if applicable, the American Depositary Receipt (“ADR”) evidencing such ADS(s), one (1) preferred share, par value R$5.00 per share, of the Company (the “Shares”).

 

Nothing contained herein or in any document referred to herein is intended by this firm to be used, and the addressees hereof cannot use anything contained herein or in any document referred to herein, as tax advice.

 

 

 

 

Assuming that, at the time of their issuance, the Registration Statement will be effective, the Deposit Agreement will have been duly executed and delivered, and the Shares will have been legally issued, we are of the opinion that the ADSs, when issued in accordance with the terms of the Deposit Agreement and the Registration Statement, will be legally issued and will entitle the Holders to the rights specified in the Deposit Agreement and, if applicable, the ADR(s) evidencing the ADS(s).

 

This opinion is limited to the laws of the State of New York and the Federal laws of the United States. Without admitting that we are within the category of persons whose consent is required under Section 7 of the Securities Act, we hereby consent to the use of this opinion as Exhibit (d) to the Registration Statement.

 

  Very truly yours,
   
  PATTERSON BELKNAP WEBB & TYLER LLP
   
  By:  /s/ Jean-Claude Lanza
    A Member of the Firm