| (a) |
the Registration Statement;
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| (b) |
the Prospectus and the documents incorporated by reference therein;
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| (c) |
executed copies of the Base Indenture and the Fourth Supplemental Indenture;
|
| (d) |
executed copies of the Offer No. INMLA 01/2021, dated January 14, 2021 executed by the Company and the Trustee and the acceptance to such offer, dated January 14, 2021, executed by the Guarantor,
relating to the Base Indenture;
|
| (e) |
executed copies of the Offer No. INMLA 02/2025, dated December 9, 2025, executed by the Company and the Trustee and the acceptance to such offer, dated December 9, 2025, executed by the Guarantor,
relating to the Fourth Supplemental Indenture;
|
| (f) |
facsimile copies of the Debt Securities in global form as executed by the Company and authenticated by the Trustee;
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| (g) |
certified copy of the by-laws of the Guarantor;
|
| (h) |
certified copy of the partners meeting dated November 5, 2025, approving the execution of the Guarantee;
|
| (i) |
certified copy of the managers meeting dated November 5, 2025, approving the execution of the Guarantee; and
|
| (j) |
such other documents, records and matters of law as we have deemed necessary.
|
| 1. |
The Guarantor is validly existing, has the power to grant the Guarantees and has taken the required steps to authorize entering into the Guarantees under the law of the Republic of Argentina.
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| 2. |
The Guarantees have been validly issued under the Indenture and are valid, binding and enforceable obligations of the Guarantor.
|
| (A) |
The ability of the Guarantor to perform obligations payable in non-Argentine currency (and the ability of any person to remit out of the Republic of Argentina the proceeds of any judgment awarded
in non-Argentine currency) will be subject to the exchange regulations which may be in effect at the time of payment (or such remittance). As of the date of this opinion, the purchase of non-Argentine currency and transfer of such funds
outside of the Republic of Argentina in compliance of the Guarantor´s obligations under the Guarantee (or in compliance of a foreign judgment), is not permitted by the Central Bank of the Republic of Argentina. Moreover, the rules related
to these restrictions and authorizations may vary over the time. In the future, the Argentine government may impose additional restrictions affecting the payment of obligations in foreign currency and/or the issuance of a judgment or order
in foreign currency by an Argentine court or otherwise.
|
| (B) |
Enforcement of foreign judgments against the Guarantor in Argentina, in case no international treaty is applicable, is subject to compliance with the requirements of Section 517 to 519 of the Civil
and Commercial Procedural Code of Argentina, namely that:
|
| (i) |
the judgment, which must be final in the jurisdiction where rendered, was issued by a court competent in accordance with Argentine laws regarding conflicts of laws and jurisdiction and other
principles and rules of international law, and results from a personal action, or an in rem action with respect to personal property, as opposed to real property,
which was transferred to Argentine territory during or after the prosecution of the foreign action;
|
| (ii) |
the defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against the
foreign action;
|
| (iii) |
the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law;
|
| (iv) |
the judgment does not violate the principles of public policy of Argentine law (including Argentine Law No. 24,871);
|
| (v) |
the judgment is not contrary to a prior or simultaneous judgment of an Argentine court; and
|
| (vi) |
in respect of any document in a language other than Spanish (including, without limitation, the foreign judgment and other documents related thereto), a duly legalised translation by a sworn public
translator into the Spanish language is submitted to the relevant court.
|
| (C) |
Enforcement of any of the Indenture and the Securities in Argentina would be on the same terms as are available to residents and citizens of Argentina and will further require (i) that the
particular Argentine courts before whom enforcement is sought be competent under the applicable laws of Argentina to solve the disputes brought before them in connection with the Indenture and the Securities, (ii) compliance with the
appropriate procedural requirements for enforcement thereof (which requirements in all material respects are non-discretionary and administrative in nature), including, without limitation, exhaustion of mandatory mediation procedures if it
is not excepted by the applicable local regulation, and payment of court taxes, which must be paid by the person filing a claim in court and which rates vary from one jurisdiction to another, and (iii) that Indenture and the Securities do
not violate public policy as defined under the applicable laws of Argentina (including Argentine Law No. 24,871). The enforceability by Argentine courts of documents not governed by Argentine law is subject to the validity and
enforceability thereof under the applicable laws that govern such foreign law-governed documents. Furthermore, enforcement of foreign judgments may be limited by the Enforceability Exceptions (defined below).
|
| (E) |
The rights and obligations of the Guarantor are subject to the effect of any applicable bankruptcy, liquidation, winding up, dissolution, insolvency, fraudulent transfer, receivership,
reorganization, out-of-court debt-restructuring agreements, suspension of payments, moratorium or similar laws and regulations now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and to general
principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (collectively, the “Enforceability Exceptions”). In
particular, in the case of a bankruptcy declared against the Guarantor, certain secured creditors (including without limitation, certain creditors of the bankrupt party with a pledge or mortgage or with a preferred payment right created by
the Argentine Bankruptcy Law N° 24,522, as amended (the “Argentine Bankruptcy Law”) and creditors under and in connection with taxes, court related expenses, salaries and social
security charges) are granted a preferential treatment. Also, in the case of bankruptcy declared against the Guarantor, the allowance of creditors whose claims are payable outside Argentina and which do not belong to a foreign bankruptcy
proceeding is conditional upon submission of evidence that, reciprocally, a creditor whose claim is payable in Argentina may be allowed and paid pari passu in
bankruptcy proceedings commenced in the country where the claim of the former is payable, provided that if the Guarantor is also declared bankrupt outside Argentina,
the creditors that belong to the foreign bankruptcy will be entitled to claim only on the balance of assets in Argentina remaining after the claims of all creditors in the Argentine bankruptcy proceeding have been satisfied. In case of
bankruptcy, under Section 127 of the Argentine Bankruptcy Law, the debtor’s obligations would be expressed in Argentine Pesos, at the exchange rate determined by the bankruptcy court to be in effect on the date the bankruptcy was declared
by the bankruptcy court or, at the creditor’s option, on the maturity date of each such obligation, if earlier.
|
| (F) |
The Argentine Bankruptcy Law provides that certain transactions entered into or performed by the bankrupt party within the period of time running from the date on which bankruptcy is declared by
the court (or, if applicable, the date of the filing of the reorganization proceedings -concurso preventivo-) and the time on which insolvency is determined by such
court as having commenced, which period may not reach back longer than two years (the “Review Period”) shall not be valid vis a vis other creditors of the bankrupt party.
|
| (i) |
ipso iure (automatic) reviewable or invalid transactions vis a vis other creditors of the bankrupt party under Section 118 of the Argentine Bankruptcy Law, which transactions are exclusively the
following: (a) transactions without consideration, (b) prepayments of non-matured debt before the date on which bankruptcy is declared, and (c) the granting of security or any other kind of priority right in respect of previous non-matured
unsecured debt; and
|
| (ii) |
other transactions harmful or detrimental to other creditors of the bankrupt party made with knowledge of such party’s insolvency, which may be nullified or declared invalid by the court under
Section 119 of the Argentine Bankruptcy Law, upon request of the bankruptcy trustee and/or any such creditor of the bankrupt party.
|
| (H) |
Under Section 118 of the Argentine Bankruptcy Law, lack of adequate consideration in exchange for granting a guarantee or security (the “Security”)
to secure another person’s obligations during the Review Period, will result in the Security being considered ineffective with respect to the other creditors of the third party guarantor or grantor of security. If a bankruptcy court finds
the Security to be ineffective with respect to such other creditors, the bankruptcy court may order that all proceeds resulting from enforcement of the Security be returned to the guarantor or grantor.
|
| (I) |
Pursuant to Argentine law, the lack of validity of a principal obligation would cause the accessory or ancillary obligations, to lack validity as well.
|
|
/s/ Juan M. Diehl Moreno
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||
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Marval O’Farrell Mairal
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