| · | The
notes are senior unsecured debt securities issued by Canadian Imperial Bank of Commerce (“CIBC”).
All payments and the return of the principal amount on the notes are subject to our credit
risk. |
| · | The
notes will mature on June 16, 2026. At maturity, if the notes have not been previously redeemed,
you will receive a cash payment equal to 100% of the principal amount of the notes, plus
any accrued and unpaid interest. |
| · | Interest
will be paid on June 16 and December 16 of each year, commencing on December 16, 2023, with
the final interest payment date occurring on the maturity date. |
| · | The
notes will accrue interest semi-annually at the fixed rate of 5.55% per annum during the
term of the notes or until early redemption. |
| · | We
have the right to redeem all, but not less than all, of the notes annually on June 16, 2024
and June 16, 2025. The Redemption Price will be 100% of the principal amount of the notes,
plus any accrued and unpaid interest. |
| · | The
notes will not be listed on any securities exchange. |
| · | The
notes are bail-inable debt securities (as defined in the accompanying prospectus) and subject
to conversion in whole or in part – by means of a transaction or series of transactions
and in one or more steps – into common shares of the Bank or any of its affiliates
under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC
Act”) and to variation or extinguishment in consequence, and subject to the application
of the laws of the Province of Ontario and the federal laws of Canada applicable therein
in respect of the operation of the CDIC Act with respect to the notes. See “Description
of Senior Debt Securities ― Special Provisions Related to Bail-inable Debt Securities”
and “— Canadian Bank Resolution Powers” in the accompanying prospectus
and “Risk Factors ― Risks Relating to Bail-Inable Notes” in the accompanying
prospectus supplement. |
ABOUT
THIS PRICING SUPPLEMENT
You should read
this pricing supplement together with the prospectus dated September 2, 2021 (the “prospectus”) and the prospectus supplement
dated September 2, 2021 (the “prospectus supplement”), relating to our Senior Global Medium-Term Notes, of which these notes
are a part, for additional information about the notes. Information in this pricing supplement supersedes information in the prospectus
supplement and prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have
the meanings set forth in the prospectus supplement or the prospectus.
You should rely
only on the information contained in or incorporated by reference in this pricing supplement, the accompanying prospectus supplement
and the accompanying prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No one is authorized
to give information other than that contained in this pricing supplement, the accompanying prospectus supplement and the accompanying
prospectus, and in the documents referred to in this pricing supplement, the prospectus supplement and the prospectus and which are made
available to the public. We have not, and BofAS has not, authorized any other person to provide you with different or additional information.
If anyone provides you with different or additional information, you should not rely on it.
We are not,
and BofAS is not, making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should not assume
that the information contained in or incorporated by reference in this pricing supplement, the accompanying prospectus supplement or
the accompanying prospectus is accurate as of any date other than the date of the applicable document. Our business, financial condition,
results of operations and prospects may have changed since that date. Neither this pricing supplement, nor the accompanying prospectus
supplement, nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or on behalf of BofAS, to subscribe
for and purchase any of the notes and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction
in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
References to
“CIBC,” the “Issuer,” the “Bank,” “we,” “us” and “our” in this
pricing supplement are references to Canadian Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise
or the context otherwise requires.
You may access
the prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our
filing for the relevant date on the SEC website):
| · | Prospectus
supplement dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112440/tm2123981d29_424b5.htm
| · | Prospectus
dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112558/tm2123981d24_424b3.htm
RISK
FACTORS
Your
investment in the notes entails significant risks, many of which differ from those of a conventional security. Your decision to purchase
the notes should be made only after carefully considering the risks of an investment in the notes, including those discussed below and
in “Risk Factors” beginning on page S-1 of the prospectus supplement and page 1 of the prospectus, with your advisors in
light of your particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about significant
elements of the notes or financial matters in general.
Structure-related
Risks
The
notes are subject to our early redemption. We may redeem all, but not less than all, of the notes on any Optional Redemption Date.
If you intend to purchase the notes, you must be willing to have your notes redeemed as early as that date. We are generally more likely
to elect to redeem the notes during periods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater
than that which we would pay on our other interest bearing debt securities having a maturity comparable to the remaining term of the
notes. No further payments will be made on the notes after they have been redeemed.
If
we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds from the redemption in an investment with
a return that is as high as the return on the notes would have been if they had not been redeemed, or that has a similar level of risk.
Payments
on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value
of the notes. The notes are our senior unsecured debt obligations and are not, either directly or indirectly, an obligation of any
third party. As further described in the accompanying prospectus and prospectus supplement, the notes will rank on par with all of our
other unsecured and unsubordinated debt obligations, except such obligations as may be preferred by operation of law. All payments to
be made on the notes depend on our ability to satisfy our obligations as they come due. As a result, the actual and perceived creditworthiness
of us may affect the market value of the notes and, in the event we were to default on our obligations, you may not receive the amounts
owed to you under the terms of the notes. If we default on our obligations under the notes, your investment would be at risk and you
could lose some or all of your investment. See “Description of the Notes We May Offer—Events of Default” in the accompanying
prospectus supplement.
The
notes will be subject to risks, including conversion in whole or in part — by means of a transaction or series of transactions
and in one or more steps — into common shares of CIBC or any of its affiliates, under Canadian bank resolution powers. Under
Canadian bank resolution powers, the Canada Deposit Insurance Corporation (the “CDIC”) may, in circumstances where CIBC has
ceased, or is about to cease, to be viable, assume temporary control or ownership of CIBC and may be granted broad powers by one or more
orders of the Governor in Council (Canada), including the power to sell or dispose of all or a part of the assets of CIBC, and the power
to carry out or cause CIBC to carry out a transaction or a series of transactions the purpose of which is to restructure the business
of CIBC. If the CDIC were to take action under the Canadian bank resolution powers with respect to CIBC, this could result in holders
or beneficial owners of the notes being exposed to losses and conversion of the notes in whole or in part — by means of a transaction
or series of transactions and in one or more steps — into common shares of CIBC or any of its affiliates.
As
a result, you should consider the risk that you may lose all or part of your investment, including the principal amount plus any accrued
interest, if the CDIC were to take action under the Canadian bank resolution powers, including the bail-in regime, and that any remaining
outstanding notes, or common shares of CIBC or any of its affiliates into which the notes are converted, may be of little value at the
time of a bail-in conversion and thereafter. See “Description of Senior Debt Securities―Special Provisions Related to Bail-inable
Debt Securities” and “— Canadian Bank Resolution Powers” in the accompanying prospectus and “Risk Factors
— Risks Relating to Bail-Inable Notes” in the accompanying prospectus supplement for a description of provisions and risks
applicable to the notes as a result of Canadian bail-in powers.
The
notes are not insured by any third parties. The notes will be solely our obligations. Neither the notes nor your investment in the
notes are insured by the FDIC, the CDIC, the Bank Insurance Fund or any other government agency or instrumentality of the United States,
Canada or any other jurisdiction.
Valuation
and Market-related Risks
The
inclusion of dealer spread and projected profit from hedging in the public offering price is likely to adversely affect secondary market
prices. Assuming no change in market conditions or any other relevant factors, the price, if any, at which BofAS or any other party
is willing to purchase the notes at any time in secondary market transactions will likely be significantly lower than the public offering
price, since secondary market prices are likely to exclude underwriting commissions paid with respect to the
notes and the
cost of hedging our obligations under the notes that are included in the public offering price. The cost of hedging includes the projected
profit that we and/or our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions.
These secondary market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. In addition,
any secondary market prices may differ from values determined by pricing models used by BofAS as a result of dealer discounts, mark-ups
or other transaction costs.
We
cannot assure you that a trading market for the notes will ever develop or be maintained. We will not list the notes on any securities
exchange. We cannot predict how the notes will trade in any secondary market, or whether that market will be liquid or illiquid.
The
development of a trading market for the notes will depend on our financial performance and other factors. The number of potential buyers
of the notes in any secondary market may be limited. We anticipate that BofAS or its affiliates will act as a market-maker for the notes,
but they are not required to do so. BofAS and its affiliates may discontinue their market-making activities as to the notes at any time.
To the extent that BofAS or its affiliates engage in any market-making activities, they may bid for or offer the notes. Any price at
which BofAS or its affiliates may bid for, offer, purchase, or sell any notes may differ from the values determined by pricing models
that each may respectively use, whether as a result of dealer discounts, mark-ups, or other transaction costs. These bids, offers, or
completed transactions may affect the prices, if any, at which the notes might otherwise trade in the market.
In
addition, if at any time BofAS or its affiliates were to cease acting as a market-maker for the notes, it is likely that there would
be significantly less liquidity in the secondary market and there may be no secondary market at all for the notes. In such a case, the
price at which the notes could be sold likely would be lower than if an active market existed and you should be prepared to hold the
notes until maturity.
Many
economic and other factors will impact the market value of the notes. The market for, and the market value of, the notes may be affected
by a number of factors that may either offset or magnify each other, including:
| · | the
time remaining to maturity of the notes; |
| · | the
aggregate amount outstanding of the notes; |
| · | our
right to redeem the notes on the dates set forth above; |
| · | the
level, direction, and volatility of market interest rates generally (in particular, increases
in U.S. interest rates, which may cause the market value of the notes to decrease); |
| · | general
economic conditions of the capital markets in the United States; |
| · | geopolitical
conditions and other financial, political, regulatory, and judicial events that affect the
capital markets generally; |
| · | our
financial condition and creditworthiness; and |
| · | any
market-making activities with respect to the notes. |
Conflict-related
Risks
Certain
business and trading activities may create conflicts with your interests and could potentially adversely affect the value of the notes.
We, BofAS or one or more of our or their respective affiliates may engage in trading and other business activities that are not for
your account or on your behalf (such as holding or selling of the notes for our proprietary account or effecting secondary market transactions
in the notes for other customers). These activities may present a conflict between your interest in the notes and the interests we, BofAS
or one or more of our or their respective affiliates may have in our or their proprietary account. We, BofAS and our or its respective
affiliates may engage in any such activities without regard to the notes or the effect that such activities may directly or indirectly
have on the value of the notes.
BofAS
and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary
course of business with CIBC and its affiliates. BofAS has received, or may in the future receive, customary fees and commissions for
these transactions. In addition, in the ordinary course of its business activities, BofAS and its affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including
bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities
and/or instruments of CIBC or its affiliates. To the extent that BofAS or its affiliates has a lending relationship with CIBC or any
of its affiliates, they would routinely hedge their credit exposure to CIBC or its affiliates, as applicable, consistent with their customary
risk management policies. Typically, BofAS or its affiliates would hedge such exposure by entering into
transactions
which consist of either the purchase of credit default swaps or the creation of short positions in CIBC or its affiliates’ securities,
including potentially the notes offered hereby. Any such short positions could adversely affect future trading prices of the notes offered
hereby. BofAS or its affiliates may also make investment recommendations and/or publish or express independent research views in respect
of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
Moreover,
we, BofAS and our or its respective affiliates play a variety of roles in connection with the issuance of the notes, including hedging
our obligations under the notes. We expect to hedge our obligations under the notes through BofAS, one of our or its affiliates and/or
another unaffiliated counterparty, which may include any dealer from which you purchase the notes. In connection with such activities,
the economic interests of us, BofAS and our respective affiliates may be adverse to your interests as an investor in the notes. Any of
these activities may adversely affect the value of the notes. In addition, because hedging our obligations entails risk and may be influenced
by market forces beyond our control, this hedging activity may result in a profit that is more or less than expected, or it may result
in a loss. We, BofAS, one or more of our respective affiliates or any unaffiliated counterparty will retain any profits realized in hedging
our obligations under the notes even if investors do not receive a favorable investment return under the terms of the notes or in any
secondary market transaction. Any profit in connection with such hedging activities will be in addition to any other compensation that
we, BofAS, our respective affiliates or any unaffiliated counterparty receive for the sale of the notes, which creates an additional
incentive to sell the notes to you. We, BofAS, our respective affiliates or any unaffiliated counterparty will have no obligation to
take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on an investor
in the notes.
In
addition, CIBC will serve as calculation agent for the notes and will have sole discretion in calculating the amounts payable in respect
of the notes. Exercising discretion in this manner could adversely affect the value of the notes.
Tax-related
Risks
The
tax treatment of the notes is uncertain. Significant aspects of the tax treatment of the notes are uncertain. You should consult
your tax advisor about your own tax situation. See “U.S. Federal Income Tax Considerations” and “Certain Canadian Income
Tax Considerations” in this pricing supplement.
U.S.
FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion is a brief summary of the material U.S. federal income tax considerations relating to an investment in the notes.
The following summary is not complete and is both qualified and supplemented by (although to the extent inconsistent supersedes) the
discussion entitled “Material Income Tax Consequences—United States Taxation” in the accompanying prospectus, which
you should carefully review prior to investing in the notes. It applies only to those U.S. Holders who are not excluded from the discussion
of United States Taxation in the accompanying prospectus. You should consult your tax advisor concerning the U.S. federal income tax
and other tax consequences of your investment in the notes in your particular circumstances, including the application of state, local
or other tax laws and the possible effects of changes in federal or other tax laws.
In
the opinion of Mayer Brown LLP, the notes should be treated as debt instruments for U.S. federal income tax purposes. Assuming such treatment
is respected, the coupon on a note will be taxable to a U.S. Holder as ordinary interest income at the time it accrues or is received
in accordance with the U.S. Holder’s normal method of accounting for tax purposes.
Upon
the sale, exchange, retirement or other disposition of a note, a U.S. Holder will recognize taxable gain or loss equal to the difference,
if any, between the amount realized on the sale, exchange, retirement or other disposition, other than accrued but unpaid interest which
will be taxable as interest, and such U.S. Holder’s adjusted tax basis in the note. A U.S. Holder’s adjusted tax basis in
a note generally will equal the cost of the note to such U.S. Holder, and any such gain or loss will generally be capital gain or loss.
For a non-corporate U.S. Holder, under current law, the maximum marginal U.S. federal income tax rate applicable to the gain will be
generally lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income if the U.S. Holder’s holding
period for the notes exceeds one year (i.e., such gain is long-term capital gain). Any gain or loss realized on the sale, exchange, retirement
or other disposition of a note generally will be treated as U.S. source gain or loss, as the case may be. Consequently, a U.S. Holder
may not be able to claim a credit for any non-U.S. tax imposed upon a disposition of a note. The deductibility of capital losses is subject
to limitations.
CERTAIN
CANADIAN INCOME TAX CONSIDERATIONS
In
the opinion of Blake, Cassels & Graydon LLP, our Canadian tax counsel, the following summary describes the principal Canadian federal
income tax considerations under the Income Tax Act (Canada) and the Regulations thereto (the “Canadian Tax Act”) generally
applicable at the date hereof to a purchaser who acquires beneficial ownership of a note pursuant to this pricing supplement and who
for the purposes of the Canadian Tax Act and at all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b)
deals at arm's length with the Issuer and any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes
of the note; (c) acquires and holds notes and any common shares acquired on a bail-in conversion as capital property; (d) does not use
or hold and is not deemed to use or hold the note or any common shares acquired on a bail-in conversion in, or in the course of, carrying
on a business in Canada; (e) is entitled to receive all payments (including any interest and principal) made on the note; (f) is not
a, and deals at arm’s length with any, “specified shareholder” of the Issuer for purposes of the thin capitalization
rules in the Canadian Tax Act; and (g) is not an entity in respect of which the Issuer is a “specified entity” for purposes
of the Hybrid Mismatch Proposals, as defined below (a “Non-Resident Holder”). For these purposes, a “specified shareholder”
generally includes a person who (either alone or together with persons with whom that person is not dealing at arm’s length for
the purposes of the Canadian Tax Act) owns or has the right to acquire or control or is otherwise deemed to own 25% or more of the Issuer's
shares determined on a votes or fair market value basis, and an entity in respect of which the Issuer is a “specified entity”
generally includes (i) an entity that is a specified shareholder of the Issuer (as defined above), (ii) an entity in which the Issuer
(either alone or together with entities with whom the Issuer is not dealing at arm’s length for purposes of the Canadian Tax Act)
owns or has the right to acquire or control or is otherwise deemed to own a 25% or greater equity interest, and (iii) an entity in which
an entity described in (i) (either alone or together with entities with whom such entity is not dealing at arm’s length for purposes
of the Canadian Tax Act) owns or has the right to acquire or control or is otherwise deemed to own a 25% or greater equity interest.
Special rules which apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.
For
greater certainty, this summary takes into account all specific proposals to amend the Canadian Tax Act publicly announced by or on behalf
of the Minister of Finance (Canada) prior to the date hereof, including the proposals released on April 29, 2022 with respect to “hybrid
mismatch arrangements” (the “Hybrid Mismatch Proposals”). This summary assumes that no amount paid or payable to a
holder described herein will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises
within the meaning of proposed paragraph 18.4(3)(b) of the Canadian Tax Act contained in the Hybrid Mismatch Proposals. Investors should
note that the Hybrid Mismatch Proposals are in consultation form, are highly complex, and there remains significant uncertainty as to
their interpretation and application. There can be no assurance that the Hybrid Mismatch Proposals will be enacted in their current form,
or at all.
This
summary is supplemental to and should be read together with the description of material Canadian federal income tax considerations relevant
to a Non-Resident Holder owning notes under “Material Income Tax Consequences—Canadian Taxation” in the accompanying
prospectus and a Non-Resident Holder should carefully read that description as well.
For the purposes
of the Canadian Tax Act, all amounts not otherwise expressed in Canadian dollars must be converted into Canadian dollars based on the
exchange rate as quoted by the Bank of Canada for the applicable day or such other rate of exchange acceptable to the Minister of National
Revenue (Canada).
This
summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular
Non-Resident Holder. Non-Resident Holders are advised to consult with their own tax advisors with respect to their particular circumstances.
Notes
Interest
payable on the notes should not be considered to be “participating debt interest” as defined in the Canadian Tax Act and
accordingly, a Non-Resident Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited
or deemed to have been paid or credited by the Issuer on a note as, on account of or in lieu of payment of, or in satisfaction of, interest.
In
the event that a note held by a Non-Resident Holder is converted to common shares on a bail-in conversion, the amount (the “Excess
Amount”), if any, by which the fair market value of the common shares received on the conversion exceeds the sum of: (i) the price
for which the note was issued, and (ii) any amount that is paid in respect of accrued and unpaid interest at the time of the conversion
(the “Conversion Interest”) may be deemed to be interest paid to the Non-Resident Holder. There is a risk that the Excess
Amount (if any) and the Conversion Interest could be characterized as “participating debt interest” and, therefore, subject
to Canadian non-resident withholding tax unless certain exceptions apply.
Non-Resident
Holders should consult their own advisors regarding the consequences to them of a disposition of notes to a person with whom they are
not dealing at arm’s length for purposes of the Canadian Tax Act.
Common Shares
Acquired on a Bail-in Conversion
Dividends
Dividends
paid or credited or deemed to be paid or credited to a Non-Resident Holder on common shares of the Issuer or of any affiliate of the
Issuer that is a corporation resident or deemed to be resident in Canada will be subject to Canadian non-resident withholding tax of
25% but such rate may be reduced under the terms of an applicable income tax treaty.
Dispositions
A
Non-Resident Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition or deemed disposition
of any common shares of the Issuer or of any affiliate unless the common shares constitute “taxable Canadian property” to
the Non-Resident Holder for purposes of the Canadian Tax Act at the time of their disposition, and such Non-Resident Holder is not entitled
to relief pursuant to the provisions of an applicable income tax treaty.
Generally,
the common shares of the Issuer or of any such affiliate will not constitute taxable Canadian property to a Non-Resident Holder provided
that they are listed on a designated stock exchange (which includes the TSX and NYSE) at the time of the disposition, unless, at any
particular time during the 60-month period that ends at that time, the following conditions are met concurrently: (i) one or any combination
of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length, or (c) partnerships
in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more
partnerships, owned 25% or more of the issued shares of any class or series of the applicable issuer’s share capital and (ii) more
than 50% of the fair market value of the common shares of such issuer was derived directly or indirectly from one or any combination
of (a) real or immovable property situated in Canada, (b) Canadian resource properties (as defined in the Canadian Tax Act), (c) timber
resource properties (as defined in the Canadian Tax Act), and (d) an option, an interest or right in any of the foregoing property, whether
or not such property exists. Notwithstanding the foregoing, a common share of the Issuer or of any such affiliate may be deemed to be
“taxable Canadian property” in certain other circumstances. Non-Resident Holders whose common shares of the Issuer or of
any such affiliate may constitute taxable Canadian property should consult their own tax advisers with respect to their particular circumstances.
VALIDITY
OF THE NOTES
In the opinion of Blake, Cassels & Graydon LLP,
as Canadian counsel to the Bank, the issue and sale of the notes has been duly authorized by all necessary corporate action of the Bank
in conformity with the indenture, and when the notes have been duly executed, authenticated and issued in accordance with the indenture,
the notes will be validly issued and, to the extent validity of the notes is a matter governed by the laws of the Province of Ontario
or the federal laws of Canada applicable therein, will be valid obligations of the Bank, subject to applicable bankruptcy, insolvency
and other laws of general application affecting creditors’ rights, equitable principles, and subject 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 Province of Ontario and the federal laws of Canada applicable therein. In addition, this opinion is
subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness
of signature, and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated in the opinion
letter of such counsel dated June 15, 2021, which has been filed as Exhibit 5.2 to the Bank’s Registration Statement on Form F-3
filed with the SEC on June 15, 2021.
In the opinion of Mayer Brown LLP, when the notes
have been duly completed in accordance with the indenture and issued and sold as contemplated by this pricing supplement and the accompanying
prospectus supplement and the prospectus, the notes will constitute valid and binding obligations of the Bank, entitled to the benefits
of the indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles. 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 such counsel’s reliance on the Bank and other sources as to certain factual matters,
all as stated in the legal opinion dated June 15, 2021, which has been filed as Exhibit 5.1 to the Bank’s Registration Statement
on Form F-3 filed with the SEC on June 15, 2021.