EXHIBIT 5
November 1, 2000
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
Ladies and Gentlemen:
We have acted as special counsel to ABN AMRO Bank N.V., a limited
liability company incorporated under the laws of the Netherlands (the
"Company"), in connection with the preparation and filing of a registration
statement on Form F-3, as it may be amended or supplemented from time to time,
(the "Registration Statement"), under the Securities Act of 1933, as amended
(the "Securities Act"), pertaining to up to $500,000,000 aggregate offering
price of debt securities (the "Securities"). This opinion is being furnished in
accordance with the requirements of Item 601(b)(5) of Regulation S-K of the
Securities Act.
The Securities are to be issued from time to time as senior
indebtedness of the Company under an indenture (the "Indenture") to be entered
into between the Company and The Chase Manhattan Bank, London Branch, as
trustee (the "Trustee").
In this capacity, we have examined originals, telecopies or copies
certified or otherwise identified to our satisfaction of the Registration
Statement, the Indenture, such records of the Company and all such agreements,
certificates of public officials, certificates of officers or representatives
of the Company, and others, and such other documents, certificates and
corporate or other records, as we have deemed necessary or appropriate as a
basis for this opinion.
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ABN AMRO Bank N.V.
November 1, 2000
Page 2
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to this opinion that were not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others. In addition, in
rendering this opinion, we have assumed that each of the parties to the
Indenture and the documents executed by the Company, is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, has the power, corporate or other, to authorize, execute and
deliver the Indenture and the notes evidencing the obligations under the
Securities, and, in each case, the transactions contemplated thereby, and that
in the case of each such party other than the Company, each such document
constitutes the legal, valid and binding agreement of such party, enforceable
against such party in accordance with its terms.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that when (i)
the Registration Statement, as amended or supplemented from time to time,
becomes effective, (ii) the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended and (iii) the Securities have been duly
authorized, authenticated and paid for in accordance with the provisions of the
Indenture and in the manner and on the terms described in the Registration
Statement, as amended or supplemented from time to time, such Securities will
have been legally issued and will constitute valid and binding obligations of
the Company, enforceable in accordance with their terms, except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally, (ii) the enforceability thereof may be
subject to general principles of equity, regardless of whether such
enforceability is considered at a proceeding in equity or at law, and (iii) a
waiver of rights under any usury or stay law may be unenforceable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing under the
caption "Legal Matters" in the related prospectus. In giving such consent, we
do not thereby admit that we are in the category of person whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
