EX-5.3 2 ex5-3.htm EX-5.3

Exhibit 5.3

Lefosse Advogados
Rua Tabapuã, 1.227, 14º andar
04533-014, São Paulo, SP
Tel.: +55 (11) 3024-6100
Fax: +55 (11) 3024-6200

São Paulo, July 22, 2024.

Companhia de Saneamento Básico do Estado de São Paulo – SABESP
Rua Costa Carvalho, nº 300
05.429-000, São Paulo, SP, Brazil

Companhia de Saneamento Básico do Estado de São Paulo – SABESP
Offer and sale of 28,756,956 Additional Common Shares

Ladies and Gentlemen:

We are qualified to practice law in the Federative Republic of Brazil ("Brazil") and have acted as special Brazilian legal counsel to Companhia de Saneamento Básico do Estado de São Paulo – SABESP, a corporation (sociedade por ações) organized and existing under the laws of Brazil (the "Company"), in connection with the preparation and filing by the Company, under the U.S. Securities Act of 1933, as amended ("Securities Act"), of an automatically effective registration statement on Form F-3ADR filed on June 21, 2024, ("Registration Statement") with the United States Securities and Exchange Commission ("SEC") with respect to 28,756,956 additional common shares, with no par value, of the Company (the "Additional Common Shares"), to be offered and sold from time to time on a delayed or continuous basis by the selling shareholder named therein ("Selling Shareholder") at offering prices to be determined from time to time.

In rendering the opinions expressed herein, we have examined:

(i) an electronic copy of the Registration Statement filed with the SEC as of the date hereof;

(ii) an electronic copy of the Preliminary Prospectus Supplement to the Registration Statement dated June 21, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein (the "Preliminary Prospectus Supplement");

(iii) an electronic copy of the Final Prospectus Supplement to the Registration Statement dated July 18, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein (the "Final Prospectus Supplement" and, together with the Preliminary Prospectus Supplement, the "Prospectus Supplements");

(iv) an executed copy of the International Underwriting and Placement Facilitation Agreement dated July 18, 2024 by and between the Company, the Selling Shareholder and the several international underwriters named therein (the "Underwriting Agreement");

(v) a copy of the Company's by-laws (estatuto social), as in effect on the date hereof and which will be effective upon the effectiveness of the offering; and

(vi) such other documents, certificates and information and such matters of law as we have deemed necessary or appropriate in connection with the opinions expressed herein.

In rendering the opinions below, we have made the following assumptions:

(i) the signatures on the originals, certified copies or copies of all documents submitted to us are genuine;

(ii) the Registration Statement and any amendments or supplements thereto including the Prospectus Supplements (and any of the documents incorporated by reference therein) are effective and comply with all applicable laws at the time the Common Shares have been offered as contemplated by the Registration Statement, including the Prospectus Supplements;

Rua Tabapuã, 1227 14^th floor 04533-014 São Paulo SP Brazil | Phone + 55 11 3024-6100 Fax + 55 11 3024-6200

(iii) the Additional Common Shares have been sold and delivered to, and paid for by, the purchasers at the price specified in, and in accordance with the terms of the Underwriting Agreement;

(iv) each of the Company and the Selling Shareholder has authorized the offering of the Additional Common Shares, and has taken any other appropriate corporate action;

(v) all factual representations made in documents reviewed by us, other than those dealing with matters of Brazilian law, are accurate and complete; and

(vi) except as specifically otherwise mentioned herein, there is no provision of the law of any jurisdiction other than Brazil that has any implication in relation to the opinions expressed herein.

We express no opinion as to any laws other than the laws of Brazil as in effect on the date hereof and we have not made any investigation of the laws of any jurisdiction outside of Brazil. In particular, we have made no independent investigation of the laws of the State of New York as a basis for the opinions expressed herein and do not express or imply any opinion on such laws. This opinion is to be governed by and construed in accordance with the laws of Brazil in effect as of the date hereof. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Additional Common Shares by the Selling Shareholder and is not to be relied upon in respect of any other matter.

Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that:

The Company is validly existing as a corporation (sociedade por ações) under the laws of Brazil, with corporate power and authority to own lease and operate its properties and conduct its business in Brazil as described in the Registration Statement documents and execute, deliver and perform its obligations under the Registration Statement documents.

In accordance with the Underwriting Agreement, the Additional Common Shares are legally issued, fully paid and non-assessable (meaning that no further sums will be payable to the Company on such Additional Common Shares).

The limitations inherent in the independent verification of factual matters and the character of determinations involved in the preparation of a disclosure document are such, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus Supplements or any amendments or supplements thereto (including any of the documents incorporated by reference therein).

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm in the prospectus constituting a part of the Registration Statement, including the Prospectus Supplements, under the captions "Validity of Securities" and "Service of Process" and "Enforcement of Judgements in Brazil" In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ LEFOSSE ADVOGADOS
/s/ Jana Araujo de Oliveira