Swedish Export Credit Corp /Swed (GRU) 6-KCurrent report (foreign)

Exhibit 5(a)

Ladies and Gentlemen,

We have acted as Swedish counsel to Aktiebolaget Svensk Exportkredit (publ) (Swedish Export Credit Corporation), a Swedish limited liability company (the “Company”) in connection with the Company’s offering of US$1,250,000,000 aggregate principal amount of the Company’s Medium-Term Notes, Series H, 3.750 per cent. Notes due 13 September 2027 (the “Notes”) pursuant to a registration statement on Form F-3, as amended as of its most recent effective date of 5 September 2024 (insofar as it relates to the Notes, the “Registration Statement”); the related prospectus dated 2 November 2023 (the “Prospectus”); the supplement to the Prospectus dated 2 November 2023, and the pricing supplement related to the Notes dated 5 September 2024 (the “Pricing Supplement”). The Notes were issued in accordance with the provisions of an indenture, dated as of 15 August 1991 (the “1991 Indenture”), as supplemented by a first supplemental indenture dated as of 2 June 2004 (the “First Supplemental Indenture”); a second supplemental indenture dated as of 30 January 2006 (the “Second Supplemental Indenture”); a third supplemental indenture dated as of 23 October 2008 (the “Third Supplemental Indenture”; a fourth supplemental indenture dated 8 March 2010 (the "Fourth Supplemental Indenture"); a fifth supplemental indenture dated 3 November 2020 (the “Fifth Supplemental Indenture”), and a sixth supplemental indenture dated 2 November 2023 (the “Sixth Supplemental Indenture” and, together with the First Supplemental Indenture; the Second Supplemental Indenture; the Third Supplemental Indenture; the Fourth Supplemental Indenture, and the Fifth Supplemental Indenture, the “Supplements”), each between the Company and The Bank of New York Mellon Trust Company, N.A. (in part, as successor in interest to J.P. Morgan Trust Company, N.A. and The First National Bank of Chicago), which serves as the trustee thereunder (the “Trustee”). The 1991 Indenture and the Supplements are herein referred to together as the “Indenture”.

In connection with the foregoing, we have examined originals or copies of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this letter, including the following:

For the purposes of this letter we have, except as set out herein, made no examination of the files or records of any company or any governmental or regulatory agency or authority or any other entity or person nor have we examined any other documents or instrument than those explicitly set out herein.

Based on the foregoing, it is our opinion that under Swedish law as in force at the date hereof:

In rendering the foregoing opinions, we have relied as to certain factual matters upon certificates and statements of officers of the Company and of public officials and we have further assumed the genuineness of all signatures on all documents and the completeness and conformity to original documents of all copies submitted to us and that any resolutions passed at any meetings of the Board of Directors of the Company, and all other authorisations, powers and authorities produced to us, remain in full force and effect and have not been revoked, superseded or varied. Nothing in this opinion must be taken as indicating that the obligations discussed herein would be enforceable prior to other unsecured general obligations of the Company.

We express no opinion whatsoever as to the laws of any jurisdiction other than Sweden and have assumed that there is no provision of any law of any jurisdiction (other than Sweden) which would have any implication on the opinions expressed above. Further, we have assumed that any document or obligation governed by laws other than those of Sweden is (or, in respect of documents or obligations governed in part by laws other than those of Sweden and in part by the laws of Sweden, such as the Indenture, the portions thereof that are governed by laws other than those of Sweden are) under such laws legal, valid, binding and enforceable and that all documents have been duly authorised and duly executed by all parties thereto (other than the Company).

The opinions expressed above are subject to the qualification that the enforcement of any agreement, guarantee or instrument may be limited by bankruptcy, insolvency, liquidation, reorganisation, resolution, limitation, moratorium, stay and other laws of general application regarding or affecting the rights of creditors generally and general equitable principles. Without limiting the generality of the foregoing, the enforcement of any agreement, guarantee or instrument may be limited or affected by the application of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 (as amended, supplemented or replaced, including without limitation by Directive (EU) 2019/879), establishing a framework for the recovery and resolution of credit institutions and investment firms as implemented in Sweden pursuant to inter alia the Swedish Resolution Act (Sw. lag (2015:1016) om resolution) (together, the "BRRD Legislation"), including but not limited to in respect of debt write-down tools within the BRRD Legislation pursuant to which claims under the Notes, if the Company in the future again were to be assessed to be subject to being managed through resolution, may be written down, converted or stayed (or the maturity, interest rate or interest payment date for the Notes may be amended or changed).

This opinion is rendered in Sweden and shall be governed by and construed in accordance with Swedish law.

We hereby consent to the filing of this opinion as Exhibit 5(a) to the Company’s Report on Form 6-K dated 13 September 2024, without thereby admitting that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Commission issued thereunder, nor that we are “experts” under the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.

The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

Very truly yours,

CMS WISTRAND ADVOKATBYRÅ STOCKHOLM KB