CLIFFORD CLIFFORD CHANCE
LIMITED LIABILITY PARTNERSHIP
CHANCE ADVOCATEN BELASTINGADVISEURS SOLICITORS
DROOGBAK 1A
1013 GE AMSTERDAM
PO BOX 251
1000 AG AMSTERDAM
TEL +31 (0)20 711 90 00
FAX +31 (0)20 711 99 99
TELEX 15469 CLCHA NL
www.cliffordchance.com
29 November 2000
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP AMSTERDAM
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 registration
statement number 333-49198 on Form F-3 (the "Registration Statement"), a
supplemental prospectus thereto dated November 27, 2000 (the "Supplemental
Prospectus") and the pricing document thereto dated November 28, 2000 (the
"Pricing Supplement"). This opinion is being furnished in accordance with
the requirements of Item 601(b)(8) of Regulation S-K of the Securities Act of
1933, as amended (the "Securities Act").
We have reviewed the discussion contained under the heading "Taxation-Dutch
Tax Consequences" in the Pricing Supplement. In our opinion, such discussion
sets forth the material Dutch income tax considerations applicable generally
to U.S. holders of the securities offered pursuant to the Pricing Supplement
(the "Securities") as a result of the ownership and disposition of the
Securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the Pricing
Supplement which forms a part thereof. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations
of the Commission promulgated thereunder.
Very truly yours,
/s/ Willem Specken
Willem Specken
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