Decree 51/2015 issued in May 2015 is an entire new decree on legal opinions issued by the Ministry of Justice (MOJ) of Vietnam. The MOJ has been issuing legal opinions covering various Vietnamese legal issues to support for financing various large scale infrastructure projects for many years. For the first time, Decree 51/2015 sheds some lights on MOJ’s legal opinion practice. In particular,
- A MOJ’s legal opinion is considered as an opinion of independent expert regarding the legality of a reviewed document. By using term “independent expert”, the MOJ seems to try to distinguish a MOJ’s legal opinion from an administrative decision of a Government agency or an official interpretation of Vietnamese law.
- A MOJ’s legal opinion must not affect the rights and obligations of the parties to the reviewed document. It is not clear if this requirement means that parties to a reviewed document cannot agree to have the MOJ’s legal opinion as a condition precedent to their obligations or to consider an incorrect MOJ’s legal opinion as an event of default;
- The MOJ will not opine on matters which do not directly relate to Vietnamese law;
- A MOJ’s opinion will typically cover (1) legal capacity of a Vietnamese party to enter into a reviewed document, (2) due authorisation for a Vietnamese party to enter into a reviewed document, and (3) due execution of a reviewed document. Other opinions (e.g. enforceability and validity of a reviewed document) will be given on a case by case basic;
- Decree 51/2015 provides more detailed procedures and required information and documents for the MOJ to issue a legal opinion; and
- The MOJ may issue clarification on an issued legal opinion at the request of the addressee of the opinion.