be passed upon for us by Kathleen B. McCabe, Esq., Chief Securities Counsel of The Bank of New York Mellon Corporation, and for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York. New York. Sullivan & Cromwell LLP, New York, New York, advised us concerning certain matters relating to the offering. As o

f any governmental body is required for the valid issuance of such Securities except as have been given. (iii) U.S. Counsel Opinion. An opinion of Cleary Gottlieb Steen & Hamilton LLP, New York, New York, special U.S. counsel to the Co-Issuers, dated the Closing Date, substantially in the form of Exhibit C attached h