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6-K 1 tm256940d8_6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

March 14, 2025

Commission file number: 001-10533	Commission file number: 001-34121

Rio Tinto plc	Rio Tinto Limited
	ABN 96 004 458 404
(Translation of registrant’s name into English)	(Translation of registrant’s name into English)

6 St. James’s Square	Level 43, 120 Collins Street
London, SW1Y 4AD, United Kingdom	Melbourne, Victoria 3000, Australia
(Address of principal executive offices)	(Address of principal 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 x 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): ¨

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN EACH OF THE REGISTRATION STATEMENTS ON FORM F-3 OF RIO TINTO PLC (NO. 333-238553), RIO TINTO LIMITED (NO. 333-238553-01), RIO TINTO FINANCE (USA) INC. (NO. 333-238553-02), RIO TINTO FINANCE (USA) PLC (NO. 333-238553-03), AND RIO TINTO FINANCE (USA) LIMITED (NO. 333-238553-04) AND IN THE REGISTRATION STATEMENTS ON FORM S-8 OF RIO TINTO PLC (NOS. 333-184397 AND 333-224907), AND RIO TINTO LIMITED (NO. 333-224907-01) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBITS

5.1 Opinion of Linklaters LLP, as to the validity of the debt securities and the guarantees being registered as to certain matters of English law

5.2 Opinion of Linklaters LLP, as to the validity of the debt securities and the guarantees being registered as to certain matters of New York law

5.3 Opinion of Allens, as to the validity of the debt securities and the guarantees being registered as to certain matters of Australian law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorised.

Rio Tinto plc		Rio Tinto Limited
(Registrant)		(Registrant)

By	/s/ Andy Hodges	By	/s/ Andy Hodges
Name	Andy Hodges	Name	Andy Hodges
Title	Company Secretary	Title	Company Secretary

Date	14 March 2025	Date	14 March 2025

EX-5.1 2 tm256940d8_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

Linklaters LLP

One Silk Street

London EC2Y 8HQ

Telephone (+44) 20 7456 2000

Facsimile (+44) 20 7456 2222

DX Box Number 10 CDE

To:

The Directors

Rio Tinto Finance (USA) plc

6 St. James’s Square

London SW1Y 4AD

The Directors

Rio Tinto plc

6 St. James’s Square

London SW1Y 4AD

The Directors

Rio Tinto Limited

Level 43, 120 Collins Street

Melbourne, Victoria 3000

Australia

Our ref: L-355897

March 14, 2025

Rio Tinto Finance (USA) plc (the “Issuer”)

U.S.$500,000,000 4.375% Notes due 2027 (the “2027 Notes”), U.S.$750,000,000 4.500% Notes due 2028 (the “2028 Notes”), U.S.$1,750,000,000 4.875% Notes due 2030 (the “2030 Notes”), U.S.$1.250,000,000 5.000% Notes due 2032 (the “2032 Notes”), U.S.$1,750,000,000 5.250% Notes due 2035 (the “2035 Notes”), U.S.$1,750,000,000 5.750 % Notes due 2055 (the “2055 Notes”), U.S.$ 750,000,000 5.875% Notes due 2065 (the “2065 Notes”) and U.S.$500,000,000 Floating Rate Notes due 2028 (the “Floating Rate Notes”, and together with the 2027 Notes, 2028 Notes, 2030 Notes, 2032 Notes, 2035 Notes, 2055 Notes and 2065 Notes, the “Notes”) fully and unconditionally guaranteed by Rio Tinto plc and Rio Tinto Limited (together, the “Guarantors”)

1	We have acted as English legal advisers to the Issuer and Rio Tinto plc in connection with the issue of the Notes by the Issuer and the giving of the guarantees (together, the “Guarantees”) by Rio

This communication is confidential and may be privileged or otherwise protected by work product immunity.

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.

Please refer to www.linklaters.com/regulation for important information on Linklaters LLP’s regulatory position.

Tinto plc in respect of the Notes and have taken instructions solely from the Issuer and Rio Tinto plc.

This opinion is limited to English law as applied by the English courts and in effect, and as it affects the obligations under the Notes and/or the Guarantees, on the date of this opinion. It is given on the basis that it, and that all matters relating to it, will be governed by, and that it (including all terms used in it) will be construed in accordance with, English law. In particular we express no opinion on matters of federal law of the United States or Australia, the laws of any State of the United States or Australia, or the laws of any other jurisdiction. We have not been asked to, and we do not, express any opinion as to any taxation matters. This opinion is also given on the basis that we undertake no responsibility to notify you of any change in English law or otherwise to update this opinion in any respect after the date of this opinion.

3	For the purpose of this opinion, we have examined the documents listed and, where appropriate, defined in the Schedule to this opinion.

4	We have assumed that:

4.1	all copy documents conform to the originals and all originals are genuine and complete;

4.2	each signature is the genuine signature of the individual concerned;

4.3	(except in the case of the Issuer and Rio Tinto plc) all relevant documents are within the capacity and powers of, and have been validly authorised by, each party;

4.4	(in the case of each party) those documents have been or (in the case of the Notes and the Guarantees) will be validly executed and delivered by the relevant party;

4.5	each of the documents which are the subject of this opinion is valid and binding on each party under the law to which it is expressed to be subject, and that words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by English law;

4.6

all applicable provisions of the Financial Services and Markets 2000 (the “FSMA”) and any applicable secondary legislation made under it with respect to anything done in relation to the Notes in, from or otherwise involving the United Kingdom (including Sections 19 (carrying on a regulated activity) and 21 (financial promotion)) have been complied with;

4.7

the Issuer Written Resolutions, the Guarantor Minutes and the CFO Certificate and other corporate documents are a true and complete record of the proceedings and/or resolutions described therein and there has been no modification of the Issuer Articles of Association or the Guarantor Articles of Association examined by us and referred to in the Schedule to this opinion;

4.8	the resolutions referred to in the Issuer Written Resolutions were validly passed and remain in full force and effect without modification;

4.9

the meeting of the Board of Directors of Rio Tinto plc held on 18 February 2025 (in respect of which a certified extract of the Guarantor Minutes has been supplied to us) was duly convened, constituted and quorate and the resolutions referred to in the Guarantor Minutes were validly passed and remain in full force and effect without modification; and

4.10	the CFO Certificate and the matters referred to in it remain in full force and effect without modification.

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5	References in this opinion to the “Notes” include the Global Notes unless the context indicates otherwise.

6	Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above, and subject to the qualifications in paragraph 8 below and to any matters not disclosed to us, we are of the following opinion:

6.1	The Issuer has corporate power to enter into and to perform its obligations under the Notes and has taken all necessary corporate action to authorise its execution, delivery and performance of the Notes.

6.2	Rio Tinto plc has corporate power to enter into and to perform its obligations under the Guarantees and has taken all necessary corporate action to authorise its execution, delivery and performance of the Guarantees.

6.3

Assuming the Notes constitute valid, binding and enforceable obligations of the Issuer under New York law, in a dispute arising out of the Notes over which the English courts have assumed jurisdiction, there would be no reason insofar as English law is concerned why, in such an action in the English courts where New York law is pleaded and proved, the obligations assumed by the Issuer under the Notes are not valid and binding obligations of the Issuer.

6.4

Assuming the Guarantees constitute valid, binding and enforceable obligations of Rio Tinto plc under New York law, in a dispute arising out of the Guarantees over which the English courts have assumed jurisdiction, there would be no reason insofar as English law is concerned why, in such an action in the English courts where New York law is pleaded and proved, the obligations assumed by Rio Tinto plc under the Guarantees are not valid and binding obligations of Rio Tinto plc.

The term “valid and binding” as used above means that the obligations assumed by the Issuer or Rio Tinto plc, as applicable, under the relevant document are of a type which the English courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

7.1	Enforcement may be limited by (a) bankruptcy, insolvency, liquidation and moratorium laws, (b) laws relating to reorganisation and (c) laws of general application relating to or affecting the rights of creditors.

7.2	Enforcement may be limited by general principles of equity - for example, equitable remedies may not be available where damages are considered to be an adequate remedy.

7.3	Claims may become barred under the Limitation Act 1980 or may be or become subject to set-off or counterclaim.

8	This opinion is subject to the following:

8.1	We express no opinion as to the compliance or otherwise with any financial limitations on borrowings or covenants by the Issuer or Rio Tinto plc contained in the Issuer Articles of Association or the Guarantor Articles of Association, as the case may be.

8.2

Insofar as this opinion relates to the obligations of Rio Tinto plc, it is given on the assumption that they have been entered into in good faith and for the purpose of carrying out its business and that, at the time they were entered into, there were reasonable grounds for believing that to do so would benefit Rio Tinto plc.

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8.3	To the extent it relates to United Kingdom stamp duties any undertaking or indemnity may be void under Section 117 of the Stamp Act 1891.

8.4	A certificate, determination, notification, minute or opinion might be held by English courts not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in any document to the contrary.

8.5	An English court may refuse to give effect to any contractual provision concerning payment of the costs of enforcement or litigation brought before an English court.

8.6	Any contractual provision that purports to maintain the validity of the remainder of such contract despite the invalidity, illegality or unenforceability of one or more of its provisions may not be effective – it depends on the nature of the illegality, invalidity or unenforceability in question.

8.7	Any contractual provision that requires a variation to be made in writing or to comply with any other formality may not be enforceable.

8.8	Any amount referred to in provisions of the Notes or the Guarantees which provide for the payment by a person of additional interest or amounts upon a breach, default or similar occurrence by that person may not be recoverable if it amounts to a penalty under English law.

8.9	An English court may, or may be required to, stay proceedings or decline jurisdiction in certain circumstances – for example, if proceedings are brought elsewhere.

8.10	We express no opinion as to the effect of any sanctions or other similar restrictive measures in relation to any party to the Notes or the Guarantees or any transaction contemplated thereby.

8.11

In relation to any choice of law specified as the governing law of the Notes or the Guarantees, effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of a contract have to be performed, in so far as those provisions render the performance of the contract unlawful. In such circumstances, the relevant obligations may not be enforceable.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be submitted by the Issuer on the date hereof. In giving this consent, we do not admit that we are within the category of persons whose consent is required within Section 7 of the United States Securities Act of 1933.

Yours faithfully

/s/ Linklaters LLP

Linklaters LLP

Page 4 of 5

Schedule

1	A copy of the Articles of Association of the Issuer (the “Issuer Articles of Association”).

2	A copy of the Articles of Association of Rio Tinto plc (the “Guarantor Articles of Association”).

3	A certified extract of the Written Resolutions of the Board of Directors of the Issuer passed on 4 March 2025 (the “Issuer Written Resolutions”).

4	A certified extract from the Minutes of a Meeting of the Board of Directors of Rio Tinto plc held on 18 February 2025 (the “Guarantor Minutes”).

5	A copy of a certificate of the Chief Financial Officer of Rio Tinto plc dated 10 March 2025 (the “CFO Certificate”).

6	The form of global note certificate initially representing each series of the Notes (the “Global Notes”).

7	The form of the guarantee to be appended to the Global Note(s) in respect of each series of the Notes.

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EX-5.2 3 tm256940d8_ex5-2.htm EXHIBIT 5.2

Exhibit 5.2

Linklaters LLP

One Silk Street

London EC2Y 8HQ

Telephone (+44) 20 7456 2000

Facsimile (+44) 20 7456 2222

DX Box Number 10 CDE

Rio Tinto Finance (USA) plc
6 St. James’s Square
London SW1Y 4AD

Rio Tinto plc
6 St. James’s Square
London SW1Y 4AD

Rio Tinto Limited
Level 43, 120 Collins Street
Melbourne, Victoria 3000
Australia

March 14, 2025

Ladies and Gentlemen:

Rio Tinto Finance (USA) plc (the “Issuer”)

U.S.$500,000,000 4.375% Notes due 2027 (the “2027 Notes”), U.S.$750,000,000 4.500% Notes due 2028 (the “2028 Notes”), U.S.$1,750,000,000 4.875% Notes due 2030 (the “2030 Notes”), U.S.$1.250,000,000 5.000% Notes due 2032 (the “2032 Notes”), U.S.$1,750,000,000 5.250% Notes due 2035 (the “2035 Notes”), U.S.$1,750,000,000 5.750% Notes due 2055 (the “2055 Notes”), U.S.$750,000,000 5.875% Notes due 2065 (the “2065 Notes”) and U.S.$500,000,000 Floating Rate Notes due 2028 (the “Floating Rate Notes”, and together with the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2032 Notes, the 2035 Notes, the 2055 Notes and the 2065 Notes, the “Notes”)

Fully and unconditionally guaranteed (the “Guarantees”) by Rio Tinto plc and Rio Tinto Limited (the “Guarantors”)

We have acted as your special United States counsel in connection with issuance of the Notes by the Issuer and the Guarantees by the Guarantors. The Notes and the Guarantees are being issued pursuant to the indenture dated July 2, 2001, as amended and restated as of March 16, 2012 (the “Base Indenture”), among the Issuer, Rio Tinto Finance (USA) plc, the Guarantors and The Bank of New York Mellon as trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture dated as of May 9, 2017 and the second supplemental indenture dated as of May 6, 2020 (the Base Indenture, as so amended and supplemented, the “Indenture”).

This opinion is limited to the federal law of the United States and the laws of the State of New York, and we express no opinion as to the effect of the laws of any other State of the United States or any other jurisdiction.

This communication is confidential and may be privileged or otherwise protected by work product immunity.

Please refer to www.linklaters.com/regulation for important information on our regulatory position.

We have examined the Indenture, the Notes and the Guarantees, such certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that the Issuer and each of the Guarantors has the power to execute and deliver the Indenture and perform its obligations thereunder, that the Issuer has the power to execute and deliver the Notes, that each of the Guarantors has the power to execute and deliver the Guarantees, that the Indenture has been duly and validly authorized, executed and delivered under English law by the Issuer and Rio Tinto plc and under the laws of the Commonwealth of Australia by Rio Tinto Limited, that the Notes have been duly and validly authorized and delivered under English law by the Issuer, that the Guarantees have been duly and validly authorized and delivered by Rio Tinto plc under English law and by Rio Tinto Limited under the laws of the Commonwealth of Australia, that the Notes and the Guarantees conform to the forms examined by us and that the signatures on all documents examined by us are genuine, assumptions that we have not independently verified.

In our opinion:

The Indenture has been duly executed and delivered by the Issuer and each of the Guarantors and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of the Issuer and each of the Guarantors enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture has been duly qualified under the United States Trust Indenture Act of 1939.

The Notes have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The Guarantees have been duly executed, issued and delivered and constitute valid and legally binding obligations of each of the Guarantors enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be submitted by the Issuer on the date hereof. 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 United States Securities Act of 1933.

Very truly yours,

/s/ Linklaters LLP

Linklaters LLP

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EX-5.3 4 tm256940d8_ex5-3.htm EXHIBIT 5.3

Exhibit 5.3

Allens

101 Collins Street

Melbourne VIC 3000 Australia

GPO Box 1776

Melbourne VIC 3001 Australia

T +61 3 9614 1011

F +61 3 9614 4661

www.allens.com.au

ABN 47 702 595 758

14 March 2025

Rio Tinto Limited

Level 43, 120 Collins Street

Melbourne VIC 3000

(the Addressee)

Dear Addressee

Rio Tinto Limited

We have acted as Australian solicitors to Rio Tinto Limited (ACN 004 458 404) (the Australian Guarantor), which is a corporation incorporated with limited liability under the laws of Australia.

In connection with the issuance by Rio Tinto Finance (USA) plc (the Issuer) of the guaranteed (i) U.S.$500,000,000 notes due 2027 which will bear interest at 4.375% per year, (ii) U.S.$750,000,000 notes due 2028 which will bear interest at 4.500% per year, (iii) U.S.$1,750,000,000 notes due 2030 which will bear interest at 4.875% per year, (iv) U.S.$1,250,000,000 notes due 2032 which will bear interest at 5.000% per year, (v) U.S.$1,750,000,000 notes due 2035 which will bear interest at 5.250% per year, (vi) U.S.$1,750,000,000 notes due 2055 which will bear interest at 5.750% per year, (vii) U.S.$750,000,000 notes due 2065 which will bear interest at 5.875% per year and (viii) U.S.$500,000,000 floating rate notes due 2028 (each of (i) to (viii) being Notes), and the guarantee in respect thereof (each a Guarantee) of each of Rio Tinto plc, a corporation organised under the laws of England and the Australian Guarantor, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion, including the following documents:

(a)	the registration statement on Form F-3 filed with the Securities and Exchange Commission (the SEC) by Rio Tinto Finance (USA) Limited (ACN 062 129 551), Rio Tinto Finance (USA) Inc., Rio Tinto Finance (USA) plc, the Australian Guarantor and Rio Tinto plc on 5 May 2023 (the Registration Statement);

(b)	the indenture dated 2 July 2001, as amended and restated on or about 16 March 2012, as amended and supplemented by the first supplemental indenture dated as of 8 May 2017 and the second supplemental indenture dated as of 6 May 2020 (the Indenture);

(c)	certified extracts of resolutions passed by the board of directors of the Australian Guarantor on 4 May 2021 and 18 February 2025; and

(d)	a certified copy of a delegation of authority by Peter Cunningham, Chief Financial Officer of Rio Tinto, dated 10 March 2025 to approve and execute certain of the documents in respect of the Notes on behalf of the Australian Guarantor.

Opinion

Upon the basis of such examination and the assumptions and qualifications set out in this opinion letter, we advise that, in our opinion:

(a)

the Australian Guarantor has been duly incorporated in Australia;

Our Ref    JDDM:120136786

CMGS 803292756v2 120136786

(b)

the Australian Guarantor is not in liquidation under Australian federal laws or the laws of the State of Victoria; and when:

(i)

the terms of the Notes and, if required under the Indenture, the Guarantee of the Australian Guarantor and the terms of the issuance and sale of the Notes and the Guarantee of the Australian Guarantor have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Australian Guarantor and so as to comply with any requirement or restriction imposed by court or governmental body having jurisdiction over the Australian Guarantor;

(ii)

the Notes have been duly authorised and executed and authenticated and, if required under the Indenture, the Guarantee of the Australian Guarantor has been duly authorised and executed in each case in accordance with the Indenture; and

(iii)

the Notes and the Guarantee of the Australian Guarantor have been issued and sold as contemplated in the Registration Statement,

the laws of the Commonwealth of Australia and the State of Victoria will not prevent the Notes and the Guarantee of the Australian Guarantor from constituting valid and legally binding obligations of the Australian Guarantor, respectively, subject to statutes of limitation, bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or duties and to general equitable principles.

2	Assumptions

For the purposes of this opinion we have assumed the following.

(a)

Insofar as any obligation under the Notes or the Guarantee of the Australian Guarantor is to be performed in any jurisdiction outside the State of Victoria, its performance will not be illegal or unenforceable under the law of that jurisdiction.

(b)

The Notes and the Guarantee of the Australian Guarantor (upon execution on behalf of the Australian Guarantor) will constitute legal, valid and binding obligations of the Issuer and the Australian Guarantor under the laws of New York enforceable in competent courts of that jurisdiction.

(c)

The Notes and the Guarantee of the Australian Guarantor have been or will be executed and delivered in New York in compliance with any formalities for execution applicable under the laws of New York and are within the capacity and powers of, and have been validly authorised by and are binding on, the parties to them other than the Australian Guarantor.

(d)

The completeness, and conformity to original instruments, of all copies submitted to us and that any document or authorisation submitted to us continues in full force and effect.

(e)

The Indenture has not been amended or otherwise altered in its effect by any of the parties since the second supplemental indenture.

(f)

The Australian Guarantor is solvent.

(g)

The Registration Statement has become effective under the Securities Act of 1933 (the Securities Act).

(h)

The Indenture relating to the Notes and the guarantee of the Australian Guarantor has been duly authorised, executed and delivered.

(i)

Each person who signs a document which is a deed signed a full counterpart of the document.

CMGS 803292756v2 120136786

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3	Qualifications

Our opinion is subject to the following qualifications.

(a)

We have relied on a search of public records on file at the offices of the Australian Securities and Investments Commission on 14 March 2025. We note that records disclosed by such search may not be complete or up to date. We have also relied upon searches for winding up petitions lodged in respect of the Australian Guarantor at the Supreme Court of Victoria and the Melbourne Registry of the Federal Court of Australia but we note that it is also possible for winding up petitions in respect of the Australian Guarantor to be lodged in registries and courts in other jurisdictions. We have not undertaken any other searches.

(b)

Any provision that certain calculations, determinations or certificates will be conclusive and binding will not apply if those calculations, determinations or certificates are fraudulent or manifestly inaccurate.

(c)

Any clause providing for the severability of any provision of a document may not be enforceable in accordance with its terms, as a court may reserve to itself a decision as to whether any provision is severable.

(d)

The obligation of a party under any document to pay interest on overdue amounts at a rate higher than the rate applying before the amount fell due may be held to constitute a penalty and be unenforceable.

(e)

We express no opinion on any provision in any document requiring written amendments and waivers insofar as it suggests that oral or other modifications, amendments or waivers could not be effectively agreed upon or granted between or by the parties.

(f)

The courts might not give full effect to any indemnity for legal costs or for penalties or taxes.

(g)

We have relied, as to certain matters of fact, on certificates of officers of the Australian Guarantor.

(h)

There is a prohibition on, or in some cases the specific prior approval of the Department of Foreign Affairs or the Minister for Foreign Affairs must be obtained for, certain payments or other dealings connected with parties identified with terrorism, or to whom United Nations or autonomous Australian sanctions apply.

(i)

A judgment by a court may be given in some cases only in Australian dollars.

The foregoing opinion is limited to the laws of the Commonwealth of Australia and the State of Victoria and we express no opinion as to the effect of the laws of any other jurisdiction. We understand you are relying, as to all matters governed by the Federal laws of the United States and the laws of the State of New York upon the opinion, dated the date hereof, of Linklaters LLP, which is being delivered to you by such counsel.

We hereby consent to the filing of this opinion as to an exhibit to a report on Form 6-K to be submitted by the Issuer on the date hereof. 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.

Yours faithfully

/s/ James Darcy
James Darcy
Partner
Allens
James.Darcy@allens.com.au
T + 61 3 9613 8516

CMGS 803292756v2 120136786

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