Form 20-F ☐
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Form 40-F ☒
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Exhibit
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Description of Exhibit
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Distribution Agreement for Structured Warrants, dated October 19, 2018, between Royal Bank of Canada and the Agents party thereto (incorporated by reference herein by reference to Exhibit 1.1 of the registrant’s Form 6-K filed with the SEC
dated October 19, 2018 (file number 001-13928)).
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Amendment to Distribution Agreement for Structured Warrants, dated November 26, 2021 between Royal Bank of Canada and the Agents party thereto.
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Form of Master Warrant (incorporated by reference herein by reference to Exhibit 4.1 of the registrant’s Form 6-K dated October 19, 2018 (file number 001-13928)).
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5.5
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Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters under Canadian, Ontario and Québec law.
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5.6
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Opinion of Ashurst LLP, as to the validity of the Warrants under New York law.
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23.4
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Consent of Norton Rose Fulbright Canada LLP (included in Exhibit 5.5 above)
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23.5
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Consent of Ashurst LLP (included in Exhibit 5.6 above)
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23.6
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Consent of Ashurst LLP, as special U.S. tax counsel for the Bank.
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23.7
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Consent of Norton Rose Fulbright Canada LLP, Canadian tax counsel for the Bank.
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ROYAL BANK OF CANADA
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By:
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/s/ Clive Tucker
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Name:
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Clive Tucker
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Title:
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Authorized Officer
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Date:
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December 20, 2023
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ROYAL BANK OF CANADA
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By:
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/s/ Sarah Lem
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Name:
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Sarah Lem
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Title: | Authorized Officer | |
Date:
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December 20, 2023
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(i)
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the Distribution Agreement;
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(ii)
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the Indenture;
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(iii)
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the registration statement of the Bank on Form F-3 (File No. 333-275898) dated December 5, 2023, as amended on December 19, 2023 (the “Registration Statement”); and
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(iv)
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the prospectus of the Bank dated December 20, 2023 included in the Registration Statement (the “Basic Prospectus”) as supplemented by the prospectus supplement dated December 20, 2023 specifically relating to the Series (the
“Prospectus Supplement”, and together with the Basic Prospectus, the “Program Prospectus”).
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1.
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the Bank validly exists as a Schedule I bank under the Bank Act (Canada) and has the corporate power to create, issue and sell the Warrants;
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2.
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when:
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(a)
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the creation of the Warrants has been duly authorized by the Bank;
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(b)
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the terms of particular Warrants and the issuance and sale of such Warrants have been duly authorized by all necessary corporate action in conformity with the Indenture; and
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(c)
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such Warrants have been duly executed, authenticated and issued in accordance with the Indenture and delivered against payment therefor as contemplated in the Registration Statement and the Prospectus and any applicable agreement of
purchase and sale;
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3.
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the Indenture has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Québec or Ontario and the federal laws of Canada applicable therein, delivered by the Bank and, to the
extent validity thereof is a matter governed by the laws of the Provinces of Québec or Ontario and the federal laws of Canada applicable therein, is valid 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.
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(i)
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equitable principles, including the principle that the availability of equitable remedies, such as specific performance and injunctive relief, may only be granted at the discretion of a court of competent authority;
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(ii)
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rights to indemnity and contribution under the Warrants or the Indenture may be limited by applicable law;
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(iii)
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enforceability may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada), bankruptcy,
insolvency, reorganization, receivership, moratorium, arrangement, winding-up laws and other laws of general application affecting the rights of creditors generally (including the provisions of the Bank
Act (Canada) respecting such matters) and will be subject to limitations under applicable limitations statutes, including the limitations contained in the Limitations Act, 2002 (Ontario)
(and the undersigned expresses 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 such applicable limitations statutes); and
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(iv)
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pursuant to the Currency Act (Canada), a judgment by a court in any province in Canada may be awarded in Canadian currency only and such judgment may be based on a rate of exchange which may be
the rate of exchange in existence on a day other than the day of payment of such judgment.
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(1)
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the Registration Statement;
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(2)
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the Indenture;
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(3)
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the form of master security (the “Master Security”) that will represent the Warrants.
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