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EXHIBIT 5
December 5, 2000
National Rural Utilities Cooperative
Finance Corporation
2201 Cooperative Way
Herndon, Virginia 20171-3025
Dear Sirs:
We have acted as counsel for National Rural Utilities Cooperative Finance
Corporation ("CFC") in connection with the proposed public offering from time to
time, directly to purchasers or through agents or underwriters to be designated
from time to time, of debt securities of CFC, such debt securities to be issued
under an Indenture dated as of December 15, 1987, as supplemented by a First
Supplemental Indenture dated as of October 1, 1990 (as so supplemented, the
"Indenture"), between CFC and The Bank of New York, as successor Trustee, as
contemplated in the CFC's Registration Statement filed on Form S-3 on the date
hereof pursuant to Rule 415 under the Securities Act of 1933 (the "Registration
Statement"). We submit this opinion for use as Exhibit 5 to the Registration
Statement and hereby consent to the use of this opinion in the Registration
Statement and to the use of our name under the caption "Legal Opinions" in the
prospectus.
We have investigated the corporate status of CFC and have examined the
corporate proceedings authorizing the creation and issuance of the debt
securities.
Based upon the foregoing, and having regard to legal considerations that we
deem relevant, we are of the opinion that the debt securities, when duly
authorized and executed by CFC and authenticated by or on behalf of the Trustee
pursuant to the terms of the Indenture, and issued for value in accordance with
the terms of the Indenture and applicable resolutions of the Board of Directors
of CFC, will be the validly issued, binding obligations of CFC.
Very truly yours,
Milbank, Tweed, Hadley & McCloy LLP
