FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of a Foreign Private Issuer

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

of the Securities Exchange Act of 1934

Date of Report: November 26, 2021

Commission File Number: 001-13928

Royal Bank of Canada

(Exact name of registrant as specified in its charter)

200 Bay Street

Royal Bank Plaza

Toronto, Ontario

Canada M5J 2J5

Attention: Vice-President

& Corporate Secretary

(Address of registrant’s 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 ☐

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 AND THE EXHIBITS HERETO SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE AS EXHIBITS TO ROYAL BANK OF CANADA’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-259205) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

In connection with the registrant’s issuance of certain of its Structured Warrants following the date of this report on Form 6-K, pursuant to the Bank’s shelf registration statement on Form F-3 (File No. 333-259205), the registrant is filing the documents set forth below.

EXHIBITS

Exhibit		Description of Exhibit
1.2		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)).
1.3		Amendment to Distribution Agreement for Structured Warrants, dated November 26, 2021, between Royal Bank of Canada and the Agents party thereto
4.8		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)).
5.5		Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters under Canadian, Ontario and Québec law.
5.6		Opinion of Ashurst LLP, as to the validity of the Warrants under New York law.
23.4		Consent of Norton Rose Fulbright Canada LLP (included in Exhibit 5.5 above)
23.5		Consent of Ashurst LLP (included in Exhibit 5.6 above)
23.6		Consent of Ashurst LLP, as special U.S. tax counsel for the Bank.
23.7		Consent of Norton Rose Fulbright Canada LLP, Canadian tax counsel for the Bank.

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.

	ROYAL BANK OF CANADA

	By:	/s/ Amy Disbrow

	Name: Title:	Amy Disbrow Authorized Officer

	Date:	November 26, 2021

	ROYAL BANK OF CANADA

	By:	/s/ Scott McBurney

	Name: Title:	Scott McBurney Authorized Officer

	Date:	November 26, 2021

Exhibit 1.3

ROYAL BANK OF CANADA

Structured Warrants

Amendment to Distribution Agreement

November 26, 2021

RBC CAPITAL MARKETS, LLC
Brookfield Place
200 Vesey Street
New York, New York 10281

Ladies and Gentlemen:

Reference is made to that certain Distribution Agreement (the “Agreement”), dated October 19, 2018, between Royal Bank of Canada, a Canadian chartered Bank (the “Bank”), and the Agents party thereto. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

The Bank and the Agents hereby amend the Agreement as set forth herein with respect to any of the Securities issued after the date hereof. Except as modified herein, the provisions of the Agreement shall remain in full force and effect.

The term “Registration Statement” shall refer to Registration Statement 333-259205. The term “Basic Prospectus” shall refer to the prospectus dated September 14, 2021. The term “Prospectus Supplement” shall refer to the prospectus supplement dated the date hereof relating to the Securities, as it may be amended or supplemented from time to time. Unless otherwise agreed by the parties, the terms “Registration Statement,” “Basic Prospectus” and “Prospectus Supplement” shall also refer to any relevant documents that the Bank files in the future in similar form to replace or update the documents referred to in this paragraph, including in connection with the filing of any new or replacement shelf registration statement.

1. U.S. Special Resolution Regime. In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of the Agreement or any Terms Agreement, and any interest and obligation in or under the Agreement or such Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Agreement or such Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Agreement or any Terms Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Agreement or such Terms Agreement were governed by the laws of the United States or a state of the United States.

For purposes of the preceding paragraph:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (iii) a

“Covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

2. International Regulations.

Notwithstanding and to the exclusion of any other term of the Agreement or any other agreements, arrangements, or understanding between the Bank and any BRRD Party, the Bank acknowledges and accepts that a BRRD Liability arising under the Agreement or any Terms Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of such BRRD Party to the Bank under the Agreement or any Terms Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of such BRRD Party or another person (and the issue to or conferral on the Bank of such shares, securities or obligations); (iii) the cancellation of the BRRD Liability; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (b) the variation of the terms of the Agreement or such Terms Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.

For purposes of the preceding paragraph:

“EU Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;

“EU Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant EU Bail-in Legislation;

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

“BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable EU Bail-in Legislation may be exercised;

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499 (or any such successor webpage); and

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any EU Bail-in Powers in relation to a BRRD Party.

“BRRD Party” means any Agent subject to EU Bail-in Powers.

Notwithstanding and to the exclusion of any other term of the Agreement or any other agreements, arrangements or understanding among the Bank or two or more of the Agents, the Bank and each Agent acknowledges and accepts that a UK Bail-in Liability arising under the Agreement or any Terms Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts and agrees to be bound by:

the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of any Agent to the Bank or one or more other Agents under the Agreement or any Terms Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

i.	The reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;

ii.	the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of such Agent or another person, and the issue to or conferral on one or more of the Bank or another Agent of such shares, securities or obligations;

iii.	the cancellation of the UK Bail-in Liability;

iv.	the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

b.	the variation of the terms of the Agreement or any Terms Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.

For purposes of the preceding paragraph:

“UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised.

“UK Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.

3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

4. Counterparts. This Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Agreement and the acceptance by you thereof shall constitute a binding agreement between the Bank and you in accordance with its terms.

Very truly yours, ROYAL BANK OF CANADA
By:	/s/ Amy Disbrow
	Name: Amy Disbrow
	Title: Attorney-in-Fact

By:	/s/ Sarah Lem
	Name: Sarah Lem
	Title: Attorney-in-Fact

Accepted as of the date hereof:

RBC CAPITAL MARKETS, LLC
By:	/s/ Fatima Aissaoui
	Name: Fatima Aissaoui
	Title: Director, GE Business Management

Exhibit 5.5

[Letterhead of Norton Rose Fulbright Canada LLP]

November 26, 2021

Royal Bank of Canada

200 Bay Street

Royal Bank Plaza

Toronto, ON

Canada M5J 2J5

Dear Sirs/Mesdames:

Re: Royal Bank of Canada – Structured Warrants

We have acted as Canadian counsel to Royal Bank of Canada (the “Bank”) in connection with the issue by the Bank from time to time of certain structured warrants (the “Warrants”) pursuant to the distribution agreement dated October 19, 2018, as amended on November 26, 2021 (the “Distribution Agreement”) relating to the Bank’s Structured Warrants (such series of securities being hereinafter referred to as the “Series”), to be issued pursuant to the warrant indenture dated as of October 19, 2018 (the “Indenture”), between the Bank and The Bank of New York Mellon, as trustee (the “Trustee”).

We have participated in the preparation of the following:

(i)

the Distribution Agreement;

(ii)

the Indenture;

(iii)

the registration statement of the Bank on Form F-3 (File No. 333-259205) dated August 31, 2021, as amended on September 10, 2021 (the “Registration Statement”); and

(iv)

the prospectus of the Bank dated September 14, 2021 included in the Registration Statement (the “Basic Prospectus”) as supplemented by the prospectus supplement dated November 24, 2021 specifically relating to the Warrants (the “Prospectus Supplement”, and together with the Basic Prospectus, the “Program Prospectus”).

We understand that the Registration Statement and the Program Prospectus were filed with the United States Securities and Exchange Commission (the “Commission”) in connection with the Series and that one or more pricing supplements relating to the applicable Warrants will be filed with the Commission in connection with the Warrants.

For the purposes of our opinions 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 originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies or facsimiles. We have also assumed that the statements in each certificate of the Bank that has been delivered to us on or prior to the date hereof with respect to the Warrants shall be accurate and correct as of each issue date of the Warrants. For the purposes of the opinions expressed herein, we have, without independent investigation or verification, assumed that the Indenture has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, each party thereto other than the Bank. We have also assumed that the statements in any certificate of the Bank that has been delivered to us on or prior to the date hereof with respect to the Warrants are and shall be accurate and correct as of each issue date of the Warrants. We have not received written notice from the Bank of any change to the matters set out in any such certificate.

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 November 25, 2021 issued by the Office of the Superintendent of Financial Institutions.

In giving this opinion, we express no opinion as to any laws other than the laws, at the date hereof, of the Provinces of Ontario and Québec and the federal laws of Canada applicable therein.

Based and relying upon 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 create, issue and sell the Warrants;

when:

(a)

the creation of the Warrants has been duly authorized by the Bank;

(b)

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

(c)

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;

such Warrants will be validly issued and, to the extent validity of the Warrants is a matter governed by the laws of the Provinces of Ontario or Québec, and the laws of Canada applicable therein, valid obligations of the Bank; and

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.

The opinions set forth herein as to the validity of the Warrants and the enforceability of the Indenture and the Warrants are subject to the following qualifications:

(i)

equitable remedies, such as specific performance and injunctive relief, are remedies which may only be granted at the discretion of a court of competent authority;

(ii)

rights to indemnity and contribution under the Warrants or the Indenture may be limited by applicable law;

(iii)

enforceability may be limited by bankruptcy, insolvency, and other laws of general application affecting the rights of creditors (including the

provisions of the Bank Act (Canada) respecting such matters) and will be subject to limitations under applicable limitations statutes; and

(iv)

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 in existence on a day other than the day of payment of such judgment.

If a pricing supplement relating to the offer and sale of particular Warrants is prepared and filed by the Bank with the Commission on a date after the date hereof and such pricing supplement contains a reference to Norton Rose Fulbright Canada LLP and our opinion substantially in the form set forth below, the consent set forth below shall apply to the reference to us and our opinion in substantially the following form:

In the opinion of Norton Rose Fulbright Canada LLP, the issue and sale of the Warrants has been duly authorized by all necessary corporate action of the Bank in conformity with the Indenture, and when the Warrants have been duly executed, authenticated and issued in accordance with the Indenture and delivered against payment therefor, the Warrants will be validly issued and, to the extent validity of the Warrants is a matter governed by the laws of the Province of Ontario or Québec, or the laws of Canada applicable therein, and will be valid obligations of the Bank, subject to equitable remedies which may only be granted at the discretion of a court of competent authority, subject to applicable bankruptcy, to rights to indemnity and contribution under the Warrants or the Indenture which may be limited by applicable law; to insolvency and other laws of general application affecting creditors’ rights, to limitations under applicable limitations statutes, and to limitations as to the currency in which judgments in Canada may be rendered, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario and Québec and the federal laws of Canada applicable thereto. In addition, this opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated November 26, 2021, which has been filed as Exhibit 5.5 to Royal Bank’s Form 6-K filed with the SEC dated November 26, 2021.

The opinions expressed herein are provided solely for the benefit of the addressee in connection with the issue of the Offered Securities and are not to be transmitted to any other person, nor are they to be relied upon by any other person or for any other purpose or referred to in any public document or filed with any government agency or other person without our prior express consent. The opinions expressed herein may be relied upon by Ashurst LLP for the purposes of its opinion with respect to the subject matter hereof.

We hereby consent to the filing of this opinion as an exhibit to the Bank’s Report of Foreign Private Issuer on Form 6-K. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the rules and regulations promulgated thereunder.

Yours very truly,

/s/ Norton Rose Fulbright Canada LLP

Exhibit 5.6

[Ashurst LLP Letterhead]

November 26, 2021

Royal Bank of Canada

200 Bay Street

Royal Bank Plaza

Toronto, Ontario

Canada M5J 2J5

Ladies and Gentlemen

Royal Bank of Canada – Structured Warrants

We are acting as special US counsel to Royal Bank of Canada, a Canadian chartered bank (the “Bank”), in connection its issuance from time to time of certain structured warrants (the “Warrants”). The offerings of the Warrants have been registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), under a registration statement on Form F-3, file number 333-259205 (the “Registration Statement”).

The Warrants will be issued pursuant to the Indenture, dated as of October 19, 2018 (the “Indenture”), between the Bank and The Bank of New York Mellon, as Trustee.

For purposes of this opinion, we have reviewed originals or copies of the following documents:

(1) the Registration Statement;

(2) the Indenture;

(3) the form of master security (the “Master Security”) that will represent the Warrants.

We have also reviewed such other documents and made such other investigation as we have deemed appropriate for purposes of the opinion below.

In our review, we have, with your consent, assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the accuracy of translations of documents that are not in the English language and the conformity to originals of all documents submitted to us as copies.

Based on the foregoing, and subject to the qualifications set forth herein, we are of the opinion that when the terms of the Warrants to be issued under the Indenture and their issuance and sale 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 Bank, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank, and when the Warrants have been duly completed in accordance with the Indenture and issued and sold as contemplated by the Registration Statement, and if all the foregoing actions have been duly authorized by the Bank, the Warrants will be valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Indenture.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement, any other registration statement or any related prospectus or other offering materials relating to the Bank or the Warrants or their offering and sale.

If a pricing supplement relating to the offer and sale of any particular Warrant is prepared and filed by the Bank with the Commission on a future date and the pricing supplement contains a reference to this firm and our opinion substantially in the form set forth below, the consent set forth below in this opinion shall apply to the reference to us and our opinion substantially in the form set forth below:

In the opinion of Ashurst LLP, when the Warrants have been duly completed in accordance with the Indenture and issued and sold as contemplated by the prospectus supplement and the prospectus, the Warrants will be valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and subject to general principles of equity, public policy considerations and the discretion of the court before which any suit or proceeding may be brought. This opinion is given as of the date hereof and is limited to the laws of the State of New York. This opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Indenture and the genuineness of signatures and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated November 26, 2021, which has been filed as Exhibit 5.6 to the Bank’s Form 6-K dated November 26, 2021.

The foregoing opinion is subject to the following additional qualifications:

(A) The validity or enforceability of any agreement is subject to the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and subject to general principles of equity, public policy considerations and the discretion of the court before which any suit or proceeding may be brought (regardless of whether enforcement is considered in a proceeding in equity or law).

(B) We express no opinion as to the enforceability of (i) any waiver of trial by jury; (ii) any indemnity against any loss in converting into a specified currency the proceeds or amount of a court judgement in another currency; or (iii) any provision specifying that any provision of the Indenture or the Master Security may only be waived in writing.

(C) We express no opinion as to provisions in the Indenture and the Master Security which purport to constitute waivers of objections to venue, or claims that a particular jurisdiction is an inconvenient forum.

For purposes of expressing the foregoing opinion, we have, with your consent, assumed that: (1) the Bank is duly formed and validly existing under the laws of its jurisdiction of formation; (2) the Bank has the corporate and other power to execute, deliver and perform the Indenture and the Master Security and has taken all corporate and other action necessary to authorize the execution, delivery and performance of the Indenture and the Master Security; (3) each of the parties to the Indenture and the Master Security has duly authorized, executed and delivered such documents under all applicable laws (other than, with respect to the Bank, New York State law) and each of the Indenture and the Master Security is a legal, valid and binding obligation of each party thereto (other than, with respect to the Bank, to the extent we have opined on such matters in our opinion set forth above, enforceable against each party in accordance with its terms; (4) the execution and delivery by the Bank of the Indenture and the Master Security does not, and the performance by the Bank of its obligations thereunder will not, violate its charter or by-laws or similar corporate documents; (5) the Bank has duly performed and will duly perform its covenants and agreements in the Indenture and the Master Security; and (6) the status of each of the Indenture and the Master Security as a valid and binding obligation is not affected by any breach or default under any agreement or instrument, any failure to obtain any required approval from or make any filings with any governmental authority or third party or any violation of rule, regulation or law (other than, with respect to the Bank, New York state law, rules and regulations that in our experience would be generally applicable to transactions of the type contemplated by the Indenture and the Master Security, provided we express no opinion on any law rule or regulation that is applicable to the Bank or the Indenture or the Master Security solely because such law, rule or regulation is part of a regulatory regime applicable to any party to the Indenture or the Master Security or any of its affiliates due to the specific assets or business of such party or such affiliate).

The opinion expressed herein is limited to New York State law and we express no opinion as to the effect of the law of any other jurisdiction. We express no opinion as to the validity, binding effect or enforceability of Section 301(b) of the Indenture (and the corresponding provisions of the Warrants issued thereunder), which is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Various matters concerning the laws of Canada are addressed in the opinion of Canadian counsel which is an Exhibit to a Form 6-K that is being filed by the Bank. We express no opinion with respect to those matters, and to the extent elements of those opinions are necessary to the opinion expressed herein, we have, with your consent, assumed the correctness of such matters, and have relied upon the opinions of such counsel as permitted by such opinion. The opinion expressed herein is given only as of the date hereof.

We hereby consent to the filing of this opinion as an exhibit to a Report on Form 6-K filed by the Bank with the Commission on or about the date hereof and its incorporation by reference into the Registration Statement. In giving our consent hereunder, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Ashurst LLP

Ashurst LLP

Ashurst LLP is a limited liability partnership registered in England and Wales under number OC330252 and is part of the Ashurst Group. It is a law firm authorised and regulated by the Solicitors Regulation Authority of England and Wales under number 468653. A list of members of Ashurst LLP and their professional qualifications is open to inspection at its registered office London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW. The term “partner” in relation to Ashurst LLP is used to refer to a member of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications.