SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
6-K
Report of Foreign
Private Issuer
Pursuant to Rule
13a-16 or 15d-16 of
the Securities
Exchange Act of 1934
21 October
2009
The
Royal Bank of Scotland Group plc
Gogarburn
PO Box
1000
Edinburgh EH12
1HQ
Scotland
United
Kingdom
(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.
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Form
20-F X
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Form
40-F ___
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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):___
Indicate by check
mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
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Yes
___
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No X
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If "Yes" is marked,
indicate below the file number assigned to
the registrant in
connection with Rule 12g3-2(b): 82-
This report on Form
6-K shall be deemed incorporated by reference into the company's Registration
Statement on Form F-3 (File No. 333-162219) and to be a part thereof from the
date on which this report is filed, to the extent not superseded by documents or
reports subsequently filed or furnished.
In
connection with the its offering of $1,500,000,000 6.40% Senior Notes due
October 21, 2019, the company is filing the following opinions of
counsel solely for incorporation into the company’s Registration Statement on
Form F-3 (File No. 333-162219):
5.1 Opinion of
Dundas & Wilson CS LLP
5.2 Opinion of
Davis Polk & Wardwell LLP
Exhibit
5.1
Our
ref DIC/RBG001.0232
Your
ref -
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36 St Andrew
Square
Edinburgh
EH2
2YB
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Dear Sirs
We, as your
solicitors, have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.
On the basis of the
foregoing, we advise you that, in our opinion, the Notes have been duly
authorized in accordance with the Indenture, and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters in accordance with the terms of the
Underwriting Agreement, will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally
(including the Banking Act 2009 and any secondary legislation, instruments or
orders made, or which may be made, under it) and equitable principles of general
applicability.
The foregoing
opinion is limited to the laws of Scotland. We have made no
investigation of the laws of any jurisdiction other than Scotland and neither
express nor imply any opinion as to any other laws and in particular the laws of
the laws of the State of New York and the laws of the United States of America
and our opinion is subject to such laws including the matters stated in the
opinion of Davis Polk & Wardwell LLP.
We hereby consent
to the filing of this opinion as an exhibit to a report on Form 6-K to be filed
by the Company on the date hereof. In giving this consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the US Securities Act of 1933, as amended.
This opinion is
rendered solely to you in connection with the above matter. This opinion may not
be relied upon by you for any other purpose or relied upon by or furnished to
any other person without our prior written consent.
Yours
faithfully
/s/ Dundas &
Wilson CS LLP
partner, for and on behalf
of Dundas & Wilson CS LLP
Exhibit
5.2
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New
York
Menlo
Park
Washington
DC
London
Paris
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Madrid
Tokyo
Beijing
Hong
Kong
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Davis Polk & Wardwell LLP
99 Gresham
Street
London EC2V
7NG
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020 7418 1300
tel
020 7418 1400
fax
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October 21,
2009
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RBS
Gogarburn
PO
Box 1000
Edinburgh EH12
1HQ
United
Kingdom
We, as your
counsel, have examined the originals or copies certified or otherwise identified
to our satisfaction of such corporate records of the Company and such other
documents and certificates as we have deemed necessary as a basis for the
opinions hereinafter expressed.
Based upon and
subject to the foregoing, we are of the opinion that, assuming that the Senior
Notes have been duly authorized, executed and delivered by the Company insofar
as Scots law is concerned, the Senior Notes, when authenticated in accordance
with the terms of the Indenture and delivered and paid for in accordance with
the terms of the Underwriting Agreement, will be valid and binding obligations
of the Company entitled to the benefits of the Indenture, enforceable against
the Company in accordance with their terms.
Our opinion is
subject to the effects of applicable bankruptcy, insolvency and similar laws
affecting the enforcement of creditors’ rights generally, concepts of
reasonableness and equitable principles of general applicability.
We
are members of the Bar of the State of New York, and we express no opinion as to
the laws of any jurisdiction other than the laws of the State of New York and
the federal laws of the United States. Insofar as the foregoing
opinion involves matters governed by Scots law, we have relied, without
independent investigation, on the opinion of Dundas & Wilson CS LLP, special
legal counsel in Scotland for the Company and the Bank, dated October 21, 2009,
to be filed on Form 6-K concurrently with this opinion.
A
New York limited liability partnership. The principal place of business of the
partnership in Great Britain
is the address set
forth above at which a list of the partners' names is open for
inspection.
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The Royal Bank
of Scotland Group plc
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October 21,
2009
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pg.
2
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We
hereby consent to the filing of this opinion as an exhibit to a report on Form
6-K to be filed by the Company on the date hereof. In giving this consent, we do
not admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.
This opinion is
rendered solely to you in connection with the above matter. This opinion may not
be relied upon by you for any other purpose or relied upon by or furnished to
any other person without our prior written consent.
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/s/
Davis Polk & Wardwell
LLP
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Davis Polk
& Wardwell LLP
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on behalf by the undersigned, thereunto duly
authorised.
The Royal Bank of
Scotland Group plc
Registrant
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/s/ Aileen
Taylor
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| Name: | Aileen Taylor | |
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Title:
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Deputy Group Secretary | |
21
October, 2009