On Letter Head of Relevant Law Firm Etc

Draft 25 April 2014 Template legal opinion to be issued to LME Clear Limited by a Dutch member's own external or internal counsel. Please delete this banner from the final opinion.

[On letter head of relevant law firm etc]

[Place], [date] 201[•]

LME Clear Limited ("LME Clear") 56 Leadenhall Street London EC3A 2DX United Kingdom

Dear Sirs

Capacity opinion for the following Member: [specify member]

We have acted as Dutch legal advisers to [specify member] (as further detailed in Schedule 3: the "Member") in connection with the participation of the Member in the clearing and settlement system operated by LME Clear (the "LME Clear System"). 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 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.

SEARCHES We made:

a telephone enquiry with the Trade Register (Handelsregister) today at approximately [•] hours (CET) and were informed that the Extract has not changed since its date;

a telephone enquiry with the bankruptcy registry (faillissementsgriffie) of the district court (rechtbank) of [•]1, The Netherlands, today at approximately [•] hours (CET) and were informed as to the Member that:

it has not been declared bankrupt (failliet);

it has not been granted a provisional or final moratorium of payments (surseance van betaling); and

it is not the subject of:

emergency measures (Noodregeling) under the DFSA; or

publicly registered measures under the Intervention Act; and

an online enquiry with the Central Insolvency Register (Centraal Insolventieregister) today at approximately [•] hours (CET) according to which the Member is not registered in such register as being subject to any of the insolvency proceedings listed in annex A or B of the Insolvency Regulation.

1 Specify registry of the seat (statutaire zetel) of the Member.

Classification: Confidential SCOPE OF OPINION This opinion is given only with respect to Dutch law in force at the date of this letter as applied by the Dutch courts. No opinion is expressed or implied as to the laws of any other territory.

ASSUMPTIONS In rendering this opinion, we have assumed:

all documents submitted to us as originals are authentic and complete and all signatures are genuine;

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;

as to the Member:

it is entering into the Member Documents in good faith for the purposes of its business and the transactions contemplated by the Member Documents will benefit the Member and do not prejudice its creditors (present or future);

none of the members of its board (bestuur) has a direct or indirect personal interest in the transactions contemplated by the Member Documents which is in conflict with the interest of the Member or its business;

no resolution has been passed for its winding-up or approving a statutory merger (juridische fusie), demerger (splitsing) or conversion (omzetting) affecting it and no proceedings have been instituted or steps have been taken for its bankruptcy, dissolution and liquidation (ontbinding en vereffening) or moratorium (surseance van betaling) or emergency measures (Noodregeling) and no notice under article 2:19a DCC has been issued in respect of it;

no proceedings have been instituted or injunction has been granted against it to restrain it from entering into the Member Documents or performing any of its obligations under the Member Documents; and

no defects attach to its incorporation (aan zijn totstandkoming geen gebreken kleven) and its deed of incorporation complies [and each deed amending its articles of association (statuten) complies]2 with (Dutch) statutory requirements. On the face of the Deed of Incorporation we have no reason to believe that defects attach to the incorporation of the Member which would have as consequence that the Member has not been validly incorporated[; similarly we have no reason to believe that defects attach to the Amendment Deed which would have as consequence that the articles of association (statuten) of the Member have not been amended as stated therein]; and

the due delivery of each Member Document by each of the parties thereto in each jurisdiction (other than The Netherlands) where this is relevant.

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

2 Use if the Articles of Association have been amended. - 3 -

The Member is duly incorporated and validly existing under the laws of The Netherlands as a Dutch [private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)] OR [public limited company (naamloze vennootschap)].

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

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.

Each Member Document has been duly executed by the Member.

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

the Constitutional Documents of the Member; or

any provision of Dutch law applicable to companies generally.

The Member is not entitled to claim immunity from suit, execution, attachment or other legal process in The Netherlands.

The Member is duly licensed or exempt from a licence requirement as to the entering into and performance of the Member Documents and rendering and accepting the services envisaged to be rendered and accepted thereby.

QUALIFICATIONS This opinion is subject to the following qualifications:

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 or similar laws of general application affecting creditors' rights.

Pursuant to article 2:7 DCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its liquidator in bankruptcy proceedings (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Netherlands Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in that legal entity's articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction. Based on the objects clause contained in the Articles, we have no reason to believe that by entering into the Member Documents the Member would transgress the objects contained in the Articles. However, we cannot assess whether there are other relevant circumstances that must be taken into account, in particular whether the interests of the Member are served by entering into the Member Documents since this is a matter of fact.

Classification: Confidential BENEFIT OF OPINION 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):

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

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

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.] - 5 -

Schedule 1

(List of Member Documents)

Governing law Nr. Date Description Parties

1. (not dated) Rules and Procedures of LME LME Clear Limited English Clear Limited Members

(the "Rules")

2. [•] Clearing Membership LME Clear Limited English Agreement Member

(the "Membership Agreement")

3. [•] Security Deed (English Law) Member English in favour of (the "English Pledge") LME Clear Limited

4. [•] Security Deed (Belgian Law) Member Belgian (the "Belgian Pledge") in favour of LME Clear Limited

5. [•] Security Deed (Luxembourg Member Luxembourg Law) in favour of LME Clear Limited (the "Luxembourg Pledge") 6. [•] Security Deed (New York Law) Member New York, in favour of USA (the "US Pledge") LME Clear Limited

7. [•] Member-to-Client Security Deed Member English in favour of (the "Member-to-Client Client (as therein Pledge") defined)

Each document listed in the table above is referred to as a "Member Document".

Classification: Confidential Schedule 2

(Corporate documentation)

Nr. Description

1. An excerpt from the Trade Register (Handelsregister) of the Dutch Chamber of Commerce (Kamer van Koophandel), dated [•] 201[•]3, in respect of the Member (the "Extract").

The deed of incorporation (oprichtingsakte) of the Member executed on [•] (the "Deed of Incorporation").

The articles of association (statuten) of the Member as contained in the [Deed of Incorporation / deed of amendment of the articles of association of the Member executed on [•] (the "Amendment Deed")], being the most recent articles of association of the Member according to the Extract (the "Articles" and the Articles and the Deed of Incorporation [together with the Amendment Deed] : the "Constitutional Documents").

The resolutions of the management board (bestuur) of the Member.

[The [resolutions/minutes] of the general meeting (algemene vergadering) of the Member.]4

[The resolutions of the supervisory board (raad van commissarissen) of the Member.]5

[The advice letter of the works council (ondernemingsraad) of the Member or its relevant affiliate.]6

3 Please use an excerpt which is quite recent. 4 If required to be able to issue the opinion. 5 If required to be able to issue the opinion. 6 If required to be able to issue the opinion. - 7 -

Schedule 3

(Definitions and the Member)

1. Definitions

Definition Description

AFM The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

DCB The Dutch Central Bank (De Nederlandsche Bank N.V.).

DCC The Dutch Civil Code (Burgerlijk Wetboek).

DFSA The Dutch Financial Supervision Act (Wet op het financieel toezicht) and all rules promulgated thereunder and pursuant thereto as well as communications and published guidelines of the DCB and the AFM.

Insolvency The "EU Council Regulation (EC) No. 1346/2000 of 29 May Regulation 2000 on Insolvency Proceedings" (Insolventieverordening).

Intervention Act The Dutch Intervention Act (Interventiewet).

The Member

[•] B.V.

registered as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in [•], The Netherlands, and registered with the Trade Register (Handelsregister) of the Chamber of Commerce (Kamer van Koophandel) with number [•].

[•] N.V.

Classification: Confidential registered as a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in [•], The Netherlands, and registered with the Trade Register (Handelsregister) of the Chamber of Commerce (Kamer van Koophandel) with number [•].