SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of: January, 2022    Commission File Number: 001-13354

BANK OF MONTREAL

(Name of Registrant)

 

100 King Street West   129 rue Saint-Jacques
1 First Canadian Place   Montreal, Quebec
Toronto, Ontario   Canada, H2Y 1L6
Canada, M5X 1A1  

 

(Head Office)

 

(Executive Offices)

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:

 

  1.

Registration Statement – Form F-3 – File No. 333-237342

 

 

 

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, thereunto duly authorized.

 

    BANK OF MONTREAL
    By:  

/s/ Caroline Dufaux

    Name:   Caroline Dufaux
    Title:   Head, Capital Management and Funding
Date: January 10, 2022      

EXHIBIT INDEX

 

Exhibit    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).

Exhibit 5.1

 

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TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

WWW.SULLCROM.COM

  

 

125 Broad Street

New York, New York 10004-2498

 

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

 

BRUSSELS • FRANKFURT • LONDON • PARIS

 

BEIJING • HONG KONG • TOKYO

 

MELBOURNE • SYDNEY

January 10, 2022

Bank of Montreal,

    100 King Street West,

        1 First Canadian Place,

            Toronto, Ontario,

                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$1,350,000,000 principal amount of the Bank’s 1.500% Senior Notes due 2025 and US$400,000,000 principal amount of the Bank’s Floating Rate Notes due 2025 (collectively, the “Notes”). The Bank filed with the Securities and Exchange Commission, on March 23, 2020, a registration statement on Form F-3 (File No. 333-237342), as subsequently amended on April 20, 2020 (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 pursuant to the 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 Computershare Trust Company, N.A., as sucessor to 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, it is our opinion that 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; provided, however, that we express no opinion with respect to Section 301(b) and Section 1601(a) of the Indenture (and the corresponding provisions in the Notes), which are governed by the laws of the Province of Ontario and the Federal laws of Canada applicable therein.

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.

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 Trustee’s 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

Exhibit 5.2

 

    

Osler, Hoskin & Harcourt LLP

Box 50, 1 First Canadian Place

Toronto, Ontario, Canada M5X 1B8

416.362.2111 MAIN

416.862.6666 FACSIMILE

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Toronto

 

Montréal

 

Calgary

 

Ottawa

 

Vancouver

 

New York

  

January 10, 2022

 

Bank of Montreal

1 First Canadian Place

18th Floor

Toronto, ON M5X 1A1

 

Dear Sirs/Mesdames:

 

Bank of Montreal – US$1,350,000,000 1.500% Senior Notes due 2025 and US$400,000,000 Floating Rate Notes due 2025

 

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$1,350,000,000 aggregate principal amount of the Bank’s 1.500% Senior Notes due 2025 (the “Fixed Rate Notes”) and US$400,000,000 aggregate principal amount of the Bank’s Floating Rate Notes due 2025 (the “Floating Rate Notes” and together with the Fixed Rate Notes, the “Notes”), constituting part of the Senior Medium-Term Notes, Series F of the Bank, pursuant to the distribution agreement dated April 20, 2020 (the “Distribution Agreement”) between, among others, the Bank and BMO Capital Markets Corp., the terms agreement dated January 5, 2022 (the “Terms Agreement”) between the Bank and BMO Capital Markets Corp., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BNP Paribas Securities Corp. and HSBC Securities (USA) Inc., as representatives of the agents named therein, 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 Computershare Trust Company, N.A., as successor to 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:

 

(i)   the Distribution Agreement;

 

(ii)    the Terms Agreement;

 

(iii)   the Indenture;

 

(iv)   the registration statement of the Bank on Form F-3 dated March 23, 2020 and Amendment No. 1 thereto dated April 20, 2020 (collectively, the “Registration Statement”); and

 

 

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Page  2

 

 

  (v)

the prospectus of the Bank dated April 20, 2020 included in the Registration Statement (the “Basic Prospectus”) as supplemented by the prospectus supplement dated April 20, 2020 specifically relating to the Senior Medium-Term Notes, Series F (the “Prospectus Supplement”) and the pricing supplement dated January 5, 2022 (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, conformed, photostatic, facsimile or electronic copies. 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 January 7, 2022 issued by the Office of the Superintendent of Financial Institutions.

Based and relying upon the foregoing and subject to the qualifications set forth herein, we are of the opinion that:

 

  1.

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.

 

  2.

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.

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Page  3

 

 

  3.

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.

 

  4.

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:

 

  (i)

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;

 

  (ii)

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

 

  (iii)

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.

Yours truly,

/s/ Osler, Hoskin & Harcourt LLP