SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 2, 2000
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-7102 52-0891669
(State or other jurisdic- (Commission File (IRS Employer
tion of incorporation) Number) Identification No.)
National Rural Utilities Cooperative
Finance Corporation
Woodland Park
2201 Cooperative Way, Herndon, VA 20171-3025
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (703) 709-6700
(Former name or former address, if changed since last report)
Page 1 of 4
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Item 5. Other Events
Hunton & Williams tax opinion. A copy of the tax opinion has
been included as an exhibit to this filing.
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Item 7. Financial Statement, Pro Forma financial Information and Exhibits.
Exhibits
The following exhibit is filed herewith:
5.1 Hunton & Williams tax opinion dated May 2, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION
/s/ Steven L. Lilly
Chief Financial Officer
May 8, 2000
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May 2, 2000
National Rural Utilities Cooperative
Finance Corporation
2201 Cooperative Way
Herndon, VA 20171
National Rural Utilities Cooperative Finance Corporation
Member Subordinated Capital Securities
Certain Federal Income Tax Matters
Ladies and Gentlemen:
We have acted as special tax counsel to the National Rural Utilities
Cooperative Finance Corporation (the "Issuer") in connection with the
preparation of the base prospectus (the "Base Prospectus") filed as a
part of the Issuer's registration statement on Form S-3 filed with the
Securities and Exchange Commission ("SEC") on November 14, 1995
(No. 33-64231), as amended through the date hereof (the "Registration
Statement"), and the prospectus supplement dated as of May 2, 2000
relating to the Base Prospectus (the "Prospectus Supplement," and,
together with the Base Prospectus, the "Prospectus") with respect to
the offering of up to $400,000,000 of the Issuer's Member Subordinated
Capital Securities (the "Securities"). The Securities are being issued
pursuant to an indenture dated as of October 15, 1996 (the "Indenture"),
between the Issuer and Mellon Bank, N.A., as trustee (the "Trustee").
In rendering the opinion expressed below, we have examined the Prospectus,
the Indenture, the forms of the Securities, and such other documents as we
have deemed necessary or appropriate as a basis for our opinion. For
purposes of our opinion, we have assumed (i) the genuineness of all
signatures, (ii) the authenticity of all documents submitted to us as
original, (iii) the conformity to original documents of copies of
documents supplied to us, (iv) the legal capacity of natural persons, and
(v) the due authorization, execution, and delivery of documents by all
parties and the validity and binding effect thereof.
Based on the foregoing and subject to the qualifications stated herein, we
are of the opinion that the descriptions of law and legal conclusions
contained in the Prospectus under the caption "U.S. Taxation" are correct
in all material respects, and the discussion thereunder fairly summarizes
the federal income tax considerations that are likely to be material to a
purchaser of the Securities.
You should be aware that this opinion represents conclusions as to the
application to the Securities of existing law, regulations, administrative
rules and practices, and legislative history. There can be no assurance,
however, that existing law will not change or that contrary positions will
not be taken by the Internal Revenue Service. We do not purport to express
an opinion on any laws other than the federal income tax laws of the
United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Hunton &
Williams under the captions "U.S. Taxation" and "Legal Matters" in the
Prospectus Supplement. In giving this consent, we do not admit that we are
in the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder by the SEC.
Very truly yours,
Hunton & Williams
