Exhibit 7
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PROCURADORIA-GERAL DA FAZENDA NACIONAL COORDENAÇÃO-GERAL DE OPERAÇÕES FINANCEIRAS DA UNIÃO - COF |
June 11, 2025
Ministry of Finance - Federative Republic of Brazil
Procuradoria-Geral da Fazenda Nacional, Esplanada dos Ministérios Bloco P, 8°Andar
70048-900, Brasília-DF
Brazil
Re: | Federative Republic of Brazil |
Registration Statement No. 333-261972
Ladies and Gentlemen:
I, Fabiani Fadel Borin, Attorney of the Office of the Attorney General of the National Treasury of the Ministry of Finance of the Federative Republic of Brazil (the Republic), have reviewed the above-referenced Registration Statement (the Registration Statement), including the Basic Prospectus dated March 30, 2022 (the Basic Prospectus), the Prospectus Supplement dated June 4, 2025 constituting a part thereof (together with the Basic Prospectus, the Prospectus), the Indenture, dated as of July 2, 2015 (the Indenture), between Brazil and The Bank of New York Mellon, including the form of debt securities attached thereto, previously filed as part of Brazils Annual Report for the fiscal year ended December 31, 2019 on Form 18-K, and made a part of the Registration Statement, and the Terms Agreement, dated June 4, 2025 (the Terms Agreement), among the Republic, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Santander US Capital Markets LLC pursuant to which the Republic proposes to issue its 5.500% Global Bonds due 2030 (2030 Global Bonds) and its 6.625% Global Bonds due 2035 (the 2035 Global Bonds, and together with the 2030 Global Bonds, the Global Bonds).
The issuance of the Global Bonds has been authorized pursuant to Resolution No. 20 dated November 16, 2004 of the Federal Senate of Brazil, as amended by Senate Resolution No. 7 dated May 21, 2024 of the Federal Senate of Brazil, each enacted pursuant to Article 52 of the Constitution of the Federative Republic of Brazil.
It is my opinion that the Global Bonds have been duly authorized, and when executed and delivered by the Republic and authenticated pursuant to the Indenture and delivered pursuant to the Terms Agreement and the Prospectus, the Global Bonds will constitute valid and legally binding direct and unconditional obligations of Brazil under the present laws of Brazil.
I hereby consent to the filing of this opinion as Exhibit 7 to Amendment No. 2 to the Annual Report of the Republic on Form 18-K/A for the fiscal year ended December 31, 2023. In giving the foregoing consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
/s/ Fabiani Fadel Borin |
Fabiani Fadel Borin |
Attorney of the National Treasury of Brazil |