SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of: March, 2020
Commission File Number: 001-13354
BANK OF MONTREAL
(Name of Registrant)
100 King Street West
129 rue Saint-Jacques
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (SEC) solely for purposes of incorporation by reference into and as part of the following registration statement of the registrant on file with and declared effective by the SEC:
Registration Statement Form F-3 File No. 333-217200
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, thereunto duly authorized.
|BANK OF MONTREAL|
/s/ Stephen Lobo
|Title:||Authorized Signing Officer|
|Date: March 10, 2020|
Description of Exhibit
|5.1||Opinion of Sullivan & Cromwell LLP, U.S. counsel to the Bank.|
|5.2||Opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel to the Bank.|
|23.1||Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1 above).|
|23.2||Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.2 above).|
SULLIVAN & CROMWELL LLP
125 BROAD STREET
NEW YORK, NEW YORK 10004
March 10, 2020
Bank of Montreal,
100 King Street West,
1 First Canadian Place,
Canada M5X 1A1.
Ladies and Gentlemen:
We are acting as counsel to Bank of Montreal, a Canadian chartered bank (the Bank), in connection with the issuance and delivery of US$1,500,000,000 principal amount of the Banks Floating Rate Notes due 2023 (the Notes). The Bank filed with the Securities and Exchange Commission, on April 7, 2017, a registration statement on Form F-3 (File No. 333-217200), as subsequently amended on April 27, 2017 (the Registration Statement), under the Securities Act of 1933 (the Act) relating to, among other things, the proposed offer and sale of up to US$25,000,000,000 aggregate amount of securities of the Bank, including the Notes. The Notes are being issued under an indenture, dated as of January 25, 2010, as supplemented by the First Supplemental Indenture thereto, dated as of September 23, 2018 (together, the Indenture), between the Bank and Wells Fargo Bank, National Association, as trustee (the Trustee).
We have examined such corporate records, certificates and other documents, and such questions of United States federal and New York state law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Notes constitute valid and legally binding obligations of the Bank, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles.
The foregoing opinion is limited to the federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding the Bank or the Notes or their offering and sale.
|Bank of Montreal||-2-|
We have relied as to certain factual matters on information obtained from public officials, officers of the Bank and other sources believed by us to be responsible, and we have assumed, without independent verification, that the Bank is duly organized, validly existing and in good standing under the laws of Canada, that all corporate action by the Bank related to the Notes was duly authorized as a matter of Canadian law, that the Indenture has been duly authorized, executed and delivered by the Bank insofar as the laws of Canada are concerned, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Notes conform to the specimens thereof examined by us, that the Notes have been duly authenticated by one of the Trustees authorized officers, that the Notes have been delivered against payment as contemplated in the Registration Statement and that the signatures on all documents examined by us are genuine.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
|Very truly yours,|
|/s/ SULLIVAN & CROMWELL LLP|
Osler, Hoskin & Harcourt LLP
Box 50, 1 First Canadian Place
Toronto, Ontario, Canada M5X 1B8
March 10, 2020
Bank of Montreal
1 First Canadian Place
Toronto, ON M5X 1A1
Bank of Montreal US$1,500,000,000 Floating Rate Notes due 2023
We have acted as Canadian counsel to Bank of Montreal (the Bank) in connection with the issue and sale today (the Offering) by the Bank of US$1,500,000,000 aggregate principal amount of the Banks Floating Rate Notes due 2023 (the Notes), constituting part of the Senior Medium-Term Notes, Series E of the Bank, pursuant to the distribution agreement dated September 23, 2018 (the Distribution Agreement) between the Bank and BMO Capital Markets Corp., the terms agreement dated March 5, 2020 (the Terms Agreement) between the Bank and BMO Capital Markets Corp. and Deutsche Bank Securities Inc., and the senior indenture dated as of January 25, 2010, as it may be amended and supplemented from time to time, including as supplemented by the First Supplemental Indenture thereto dated September 23, 2018 (collectively, the Indenture), between the Bank and Wells Fargo Bank, National Association, as trustee. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Terms Agreement.
We have examined copies, certified or otherwise authenticated to our satisfaction, of the following:
the Distribution Agreement;
the Terms Agreement;
the registration statement of the Bank on Form F-3 dated April 7, 2017 and Amendment No. 1 thereto dated April 27, 2017 (collectively, the Registration Statement); and
the prospectus of the Bank dated April 27, 2017 included in the Registration Statement (the Basic Prospectus) as supplemented by the prospectus supplement dated September 23, 2018 specifically relating to the Senior Medium-Term Notes, Series E (the Prospectus Supplement) and the pricing supplement
dated March 5, 2020 (the Pricing Supplement, and together with the Basic Prospectus and the Prospectus Supplement, the Prospectus).
We understand that the Registration Statement and the Prospectus were filed with the United States Securities and Exchange Commission in connection with the Notes.
For the purposes of our opinion below, we have examined such statutes, public and corporate records, certificates and other documents, and considered such questions of law, as we have considered relevant and necessary as a basis for the opinions hereinafter set forth. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as certified or photostatic copies or facsimiles. For the purposes of the opinions expressed herein, we have, without independent investigation or verification, assumed that each of the Distribution Agreement, the Terms Agreement and the Indenture has been duly authorized, executed and delivered by, and constitutes or will constitute, as the case may be, a legal, valid and binding obligation of, each party thereto other than the Bank.
In giving this opinion, we express no opinion as to any laws other than the laws, at the date hereof, of the Province of Ontario and the federal laws of Canada applicable therein.
With respect to the continuing existence of the Bank as a Schedule I bank under the Bank Act (Canada) referred to in paragraph 1 below, we have relied, without independent investigation or verification, exclusively upon a Certificate of Confirmation dated March 9, 2020 issued by the Office of the Superintendent of Financial Institutions.
Based and relying upon and subject to the qualifications set forth herein, we are of the opinion that:
The Bank validly exists as a Schedule I bank under the Bank Act (Canada) and has the corporate power to own, lease and operate its properties, to conduct its business as described in the Prospectus, to create, issue and sell the Notes and to execute, deliver and perform its obligations under the Indenture.
The creation, issuance, sale and delivery of the Notes have been duly authorized by the Bank and the Notes have been, to the extent issuance, execution and delivery are matters governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, duly issued, executed and delivered by the Bank.
The Indenture has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, delivered by the Bank and, with respect to the provisions thereof governed by the laws of the Province of Ontario and the federal
laws of Canada applicable therein, constitutes a legal, valid and binding obligation of the Bank enforceable in accordance with its terms.
The execution and delivery by the Bank of, and the performance by the Bank of its obligations under, the Notes and the Indenture do not contravene any existing provision of applicable law or result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the Bank Act (Canada) or the by-laws of the Bank.
The opinion set forth in paragraph 3 above as to the enforceability of the Indenture is subject to the qualifications that:
enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, preference, moratorium, arrangement or winding-up laws or other similar laws affecting the enforcement of creditors rights generally;
enforceability may be limited by equitable principles, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a court of competent jurisdiction; and
enforceability will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and we express no opinion as to whether a court may find any provision of the Indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act.
This opinion is rendered solely in connection with the transactions covered hereby, is limited to the matters stated herein, and no opinions may be implied or inferred beyond matters expressly stated herein.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933.
|/s/ Osler, Hoskin & Harcourt LLP|