Obbligazione Montreal Bank 3% ( US06367TQB97 ) in USD

Emittente Montreal Bank
Prezzo di mercato refresh price now   100 USD  ⇌ 
Paese  Canada
Codice isin  US06367TQB97 ( in USD )
Tasso d'interesse 3% per anno ( pagato 2 volte l'anno)
Scadenza 15/12/2028



Prospetto opuscolo dell'obbligazione Bank of Montreal US06367TQB97 en USD 3%, scadenza 15/12/2028


Importo minimo 1 000 USD
Importo totale 10 000 000 USD
Cusip 06367TQB9
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Coupon successivo 15/12/2025 ( In 52 giorni )
Descrizione dettagliata La Bank of Montreal (BMO) è una delle più grandi banche del Canada, con operazioni a livello globale nei settori bancari al dettaglio, commerciali e di investimento.

The Obbligazione issued by Montreal Bank ( Canada ) , in USD, with the ISIN code US06367TQB97, pays a coupon of 3% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/12/2028







424B2 1 p1212162424b2.htm RLN 152
Registration Statement No. 333-196387
Filed Pursuant to Rule 424(b)(2)
Pricing Supplement dated December 12, 2016 to the Prospectus Supplement dated June 27, 2014
and the Prospectus dated June 27, 2014
US$10,000,000
Senior Medium-Term Notes, Series C
Redeemable Step-Up Coupon Notes, Due December 15, 2028
Issuer:
Bank of Montreal
Title of Notes:
Redeemable Step-Up Coupon Notes, due December 15, 2028 (the "Notes")
Trade Date:
December 12, 2016
Settlement Date (Original Issue Date):
December 15, 2016
Stated Maturity:
December 15, 2028, resulting in a term to maturity of 12 years, subject to our early redemption right, as described under
"Specific Terms of the Notes -- Optional Redemption Feature" below.
Principal Amount (in Specified
US$10,000,000; Minimum Denomination: US$1,000 and integral multiples of US$1,000 in excess of $1,000
Currency):
Original Public Offering Price (Issue
100%
Price):
Interest Rate Per Annum:
The Notes will bear interest at the rate equal to:
· 3.00% per annum for the period from and including December 15, 2016 to but excluding December 15, 2020,
· 3.50% per annum for the period from and including December 15, 2020 to but excluding December 15, 2024,
· 4.00% per annum for the period from and including December 15, 2024 to but excluding December 15, 2028.
Interest on the Notes will accrue on the basis of a 360-day year of twelve 30-day months.
Interest Payment Period:
Semi-annually
Interest Payment Date(s):
Interest is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2017. See
"Specific Terms of the Notes -- Interest" below.
Payment at Maturity:
Subject to our credit risk, you will receive at maturity the principal amount and the final interest payment.
Clearance and Settlement:
DTC global (including through its indirect participants Euroclear and Clearstream, as described under "Description of Debt
Securities We May Offer ­ Legal Ownership and Book-Entry Issuance" in the accompanying prospectus).
CUSIP No.:
06367TQB9
Optional Redemption Provision:
We may, at our option, elect to redeem the Notes in whole or in part semi-annually on each interest payment date,
commencing on the interest payment date that falls on December 15, 2017 (each such date, a "Redemption Date"), at 100%
of their principal amount plus accrued and unpaid interest to but excluding the date on which the Notes are redeemed. In
the event we elect to redeem the Notes, notice will be given to registered holders not more than 30 business days nor less
than five business days prior to the Redemption Date. See "Specific Terms of the Notes -- Optional Redemption Feature"
below.
We urge you to read this pricing supplement together with the prospectus supplement and prospectus. You may access these documents on the SEC website at
www.sec.gov as follows (or if that address has changed, by reviewing our filings for the relevant date on the SEC website):
·
Prospectus supplement dated June 27, 2014:
https://www.sec.gov/Archives/edgar/data/927971/000119312514254915/d750935d424b5.htm
·
Prospectus dated June 27, 2014:

https://www.sec.gov/Archives/edgar/data/927971/000119312514254905/d749601d424b2.htm
Investing in the Notes involves risks, including those described in the "Risk Factors" section beginning on page S-1 of the accompanying prospectus
supplement and on page 7 of the accompanying prospectus. In particular, please note that all payments on the Notes are subject to our credit risk.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Notes or passed upon the
accuracy of this pricing supplement, the prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.
The Notes will be our unsecured obligations and will not be savings accounts or deposits that are insured by the United States Federal Deposit Insurance
Corporation, the Bank Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency or instrumentality or other entity.
We will deliver the Notes through the facilities of The Depository Trust Company on December 15, 2016.
We may use this pricing supplement in the initial sale of Notes. In addition, BMO Capital Markets Corp. ("BMOCM") or another of our affiliates may use this
pricing supplement in market-making transactions in any Notes after their initial sale. Unless our agent or we inform you otherwise in the confirmation of sale, this
pricing supplement is being used in a market-making transaction.
The public offering price will include accrued interest from December 15, 2016, if settlement occurs after that date. BMOCM will purchase the Notes from us on
the settlement date at a price equal to 99.40% of the principal amount.
BMO CAPITAL MARKETS


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SPECIFIC TERMS OF THE NOTES
The Notes are part of a series of our senior debt securities called Senior Medium-Term Notes, Series C, and therefore, this pricing
supplement (the "pricing supplement"), should be read together with the accompanying prospectus supplement, dated June 27, 2014 and the
accompanying prospectus, dated June 27, 2014. Terms used but not defined in this pricing supplement have the meanings given them in the
accompanying prospectus or accompanying prospectus supplement, unless the context requires otherwise.
In this section, references to "holders" mean those who own the Notes registered in their own names, on the books that we or the trustee
maintain for this purpose, and not those who own beneficial interests in the Notes registered in street name or in the Notes issued in book-entry
form through The Depository Trust Company or another depositary. Owners of beneficial interests in the Notes should read the section entitled
"Description of the Notes We May Offer -- Legal Ownership" in the accompanying prospectus supplement and "Description of Debt Securities
We May Offer -- Legal Ownership and Book-Entry Issuance" in the accompanying prospectus.
The Notes are part of a series of senior debt securities entitled "Senior Medium-Term Notes, Series C" (the "medium-term notes") that
we may issue from time to time under the senior indenture, dated January 25, 2010, between Bank of Montreal and Wells Fargo Bank, National
Association, as trustee. This pricing supplement summarizes specific financial and other terms that apply to the Notes. Terms that apply generally
to our medium-term notes are described in "Description of the Notes We May Offer" in the accompanying prospectus supplement. The terms
described herein supplement those described in the accompanying prospectus and the accompanying prospectus supplement, and, if the terms
described here are inconsistent with those described in those documents, the terms described herein are controlling.
Please note that the information about the price to the public and the net proceeds to Bank of Montreal on the front cover of this pricing
supplement relates only to the initial sale of the Notes. If you have purchased the Notes in a market-making transaction after the initial sale,
information about the price and date of sale to you will be provided in a separate confirmation of sale.
We describe particular terms of the Notes in more detail below.
Interest
The Notes will bear interest at the rates set forth on the cover page.
Interest will be paid on the Interest Payment Dates set forth on the cover page of this pricing supplement. Interest payments will be
calculated on the basis of a 360-day year, consisting of twelve 30-day months. Interest will be payable to holders of record on the 3rd business day
before each Interest Payment Date. Interest will accrue from and including each Interest Payment Date to but excluding the next Interest Payment
Date. In the event that an Interest Payment Date, Redemption Date or the Stated Maturity falls on a day other than a business day, principal and/or
interest will be paid on the next succeeding business day and no interest on such payment shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, to such next succeeding business day.

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Optional Redemption Feature
We may, at our option, elect to redeem the Notes in whole or in part semi-annually on each interest payment date, commencing on the
interest payment date that falls on December 15, 2017 (each such date, a "Redemption Date"), at 100% of their principal amount plus accrued and
unpaid interest to but excluding the date on which the Notes are redeemed. In the event we elect to redeem the Notes, notice will be given to
registered holders not more than 30 nor less than five business days prior to the Redemption Date.
Certain Investment Considerations
Optional Redemption. Prospective purchasers should be aware that we have the right to redeem the Notes on any Redemption Date,
beginning on the first Redemption Date. It is more likely that we will redeem the Notes prior to their stated maturity date to the extent that the
interest payable on the Notes is greater than the interest that would be payable on other instruments of the issuer of a comparable maturity, terms
and credit rating trading in the market. If the Notes are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a
lower interest rate environment. See "­ Optional Redemption Feature."
Credit Risk. Our credit ratings and credit spreads may adversely affect the market value of the Notes. Investors are dependent on our
ability to pay all amounts due on the Notes on each interest payment date and at maturity, and therefore investors are subject to our credit risk and
to changes in the market's view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market
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for taking our credit risk is likely to adversely affect the value of the Notes.
Fees and Hedging Costs. While the payment at maturity described in this pricing supplement is based on the full principal amount of your
Notes, the original offering price of the Notes includes the commission received by BMOCM and other dealers and the cost of hedging our
obligations under the Notes. As a result, the price, if any, at which BMOCM may be willing to purchase Notes from you in secondary market
transactions will likely be lower than the price you paid for your Notes, and any sale prior to the maturity date could result in a substantial loss to
you.
SUPPLEMENTAL TAX CONSIDERATIONS
The following is a general description of material tax considerations relating to the Notes. It does not purport to be a complete analysis
of all tax considerations relating to the Notes. Prospective purchasers of the Notes should consult their tax advisers as to the consequences under
the tax laws of the country of which they are resident for tax purposes and the tax laws of Canada and the U.S. of acquiring, holding and disposing
of the Notes and receiving payments under the Notes. This summary is based upon the law as in effect on the date of this pricing supplement and is
subject to any change in law that may take effect after such date.
Supplemental Canadian Tax Considerations
In the opinion of Torys LLP, our Canadian federal income tax counsel, the following summary describes the principal Canadian federal
income tax considerations generally applicable to a purchaser who acquires from us as the beneficial owner the Notes offered by this document,
and who, at all relevant times, for the purposes of the application of the Income Tax Act (Canada) and the Income Tax Regulations (collectively,
the "Tax Act"), (1) is not, and is not deemed to be, resident in Canada; (2) deals at arm's length with us and with any transferee resident (or
deemed to be resident) in Canada to whom the purchaser disposes of Notes, (3) is not affiliated with us, (4) does not receive any payment of
interest on a Note in respect of a debt or other obligation to pay an amount to a person with whom we do not deal at arm's length, (5) does not use
or hold Notes in a business carried on in Canada and (6) is not a "specified shareholder" of ours as defined in the Tax Act for this purpose or a
non-resident person not dealing at arm's length with such "specified shareholder" (a "Holder"). Special rules, which are not discussed in this
summary, may apply to a non-Canadian holder that is an insurer that carries on an insurance business in Canada and elsewhere.

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This section supersedes and replaces in its entirety the section of the prospectus entitled "Canadian Taxation."
This summary is based on the current provisions of the Tax Act and on counsel's understanding of the current administrative policies and
assessing practices of the Canada Revenue Agency published in writing prior to the date hereof. This summary takes into account all specific
proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this document (the
"Proposed Amendments") and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given
that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes
in law or administrative policy or assessing practice whether by legislative, administrative or judicial action nor does it take into account tax
legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.
This summary is of a general nature only and is not, intended to be, legal or tax advice to any particular holder. This summary is not
exhaustive of all Canadian federal income tax considerations. Accordingly, prospective purchasers of the Notes should consult their own tax
advisors having regard to their own particular circumstances.
Interest paid or credited or deemed to be paid or credited by us on a Note (including amounts of, or in lieu of, or in satisfaction of interest)
to a Holder and any principal amount of a Note paid or credited by us on a Note to a Holder will not be subject to Canadian non-resident
withholding tax.
Generally, there are no other taxes on income (including taxable capital gains) payable by a Holder on interest, discount, or premium in
respect of a Note or on the proceeds received by a Holder on the disposition of a Note (including redemption, cancellation, purchase or repurchase).
Supplemental U.S. Tax Considerations
The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus and prospectus
supplement with respect to United States holders (as defined in the accompanying prospectus). It applies only to those United States holders who
are not excluded from the discussion of U.S. federal income taxation in the accompanying prospectus. For purposes of this discussion, any interest
with respect to the Notes, as determined for U.S. federal income tax purposes, will be treated as from sources outside the United States.
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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.
United States Holders
The Notes should not be treated as issued with original issue discount ("OID") despite the fact that the interest rate on the Notes is
scheduled to step up over the term of the Notes because Treasury regulations generally deem an issuer to exercise a call option in a manner that
minimizes the yield on the debt instrument for purposes of determining whether a debt instrument is issued with OID. The yield on the Notes
would be minimized if we redeem the Notes immediately before the increase in the interest rate on December 15, 2020, and therefore the Notes
should be treated for OID purposes as fixed-rate notes that will mature prior to the step-up in interest rate for the Notes. This assumption is made
solely for U.S. federal income tax purposes of determining whether the Note is issued with OID and is not an indication of our intention to redeem
or not to redeem the Notes at any time. If we do not redeem the Notes prior to the first increase in the interest rate then, solely for OID purposes,
the Notes will be deemed to be reissued at their adjusted issue price on December 15, 2020. This deemed reissuance should not give rise to taxable
gain or loss to holders and the Notes should not be treated as issued with OID because under the rules described above, the Notes should be
deemed to be called on the next interest step-up date. The same analysis should apply to each subsequent interest step-up date.
Under this approach, the coupon on a Note will be taxable to a United States holder (as defined in the section "United States Federal
Income Taxation" in the accompanying prospectus) as ordinary interest income at the time it accrues or is received in accordance with the United
States holder's normal method of accounting for tax purposes (regardless of whether we redeem the Notes).

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Upon the disposition of a Note by sale, exchange, redemption or retirement (i.e., if we exercise our right to redeem the Notes or
otherwise) or other disposition, a United States holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the
amount realized on the disposition (other than amounts attributable to accrued but unpaid interest, which would be treated as such) and (ii) the
United States holder's adjusted tax basis in the Note. A United States holder's adjusted tax basis in a Note generally will equal the cost of the Note
(net of accrued interest) to the United States holder. Capital gain of individual taxpayers from the sale, exchange, redemption, retirement or other
disposition of a Note held for more than one year may be eligible for reduced rates of taxation. The deductibility of a capital loss is subject to
significant limitations.
Backup Withholding and Information Reporting
Please see the discussion under "United States Federal Income Taxation -- Backup Withholding and Information Reporting" in the
accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on
your Notes.
Foreign Account Tax Compliance Act
The Foreign Account Tax Compliance Act was enacted on March 18, 2010 and will impose a 30% U.S. withholding tax on certain U.S.
source payments, including interest (and OID), dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the
gross proceeds from a disposition of property of a type which can produce U.S. source interest or dividends ("Withholdable Payments"), if paid to
a foreign financial institution (including amounts paid to a foreign financial institution on behalf of a holder), unless such institution enters into an
agreement with the Treasury Department to collect and provide to the Treasury Department substantial information regarding U.S. account
holders, including certain account holders that are foreign entities with U.S. owners, with such institution. A Note may constitute an account for
these purposes. The legislation also generally imposes a withholding tax of 30% on Withholdable Payments made to a non-financial foreign entity
unless such entity provides the withholding agent with a certification that it does not have any substantial U.S. owners or a certification identifying
the direct and indirect substantial U.S. owners of the entity.
The U.S. Treasury Department and the IRS have announced that withholding on payments of gross proceeds from a sale or redemption of
the notes will only apply to payments made after December 31, 2018. If we (or an applicable withholding agent) determine withholding under the
Foreign Account Tax Compliance Act is appropriate, we (or such agent) will withhold tax at the applicable statutory rate, without being required to
pay any additional amounts in respect of such withholding. Foreign financial institutions and non-financial foreign entities located in jurisdictions
that have an intergovernmental agreement with the United States governing the legislation may be subject to different rules. Holders are urged to
consult with their own tax advisors regarding the possible implications of this recently enacted legislation on their investment in the notes.

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EMPLOYEE RETIREMENT INCOME SECURITY ACT
A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of
1974, as amended ("ERISA") (each, a "Plan"), should consider the fiduciary standards of ERISA in the context of the Plan's particular
circumstances before authorizing an investment in the Notes. Among other factors, the fiduciary should consider whether the investment would
satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan,
and whether the investment would involve a prohibited transaction under ERISA or the U.S. Internal Revenue Code (the "Code").
Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well as individual retirement accounts, Keogh plans and any other
plans that are subject to Section 4975 of the Code (also "Plans"), from engaging in certain transactions involving "plan assets" with persons who
are "parties in interest" under ERISA or "disqualified persons" under the Code with respect to the Plan. A violation of these prohibited transaction
rules may result in excise tax or other liabilities under ERISA or the Code for those persons, unless exemptive relief is available under an
applicable statutory, regulatory or administrative exemption. Employee benefit plans that are governmental plans (as defined in Section 3(32) of
ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) ("Non-
ERISA Arrangements") are not subject to the requirements of Section 406 of ERISA or Section 4975 of the Code but may be subject to similar
provisions under applicable federal, state, local, non-U.S. or other laws ("Similar Laws").
The acquisition of Notes by a Plan or any entity whose underlying assets include "plan assets" by reason of any Plan's investment in the
entity (a "Plan Asset Entity") with respect to which we or certain of our affiliates is or becomes a party in interest or disqualified person may result
in a prohibited transaction under ERISA or Section 4975 of the Code, unless the Notes are acquired pursuant to an applicable exemption. The U.S.
Department of Labor has issued five prohibited transaction class exemptions, or "PTCEs", that may provide exemptive relief if required for direct
or indirect prohibited transactions that may arise from the purchase or holding of Notes. These exemptions are PTCE 84-14 (for certain
transactions determined by independent qualified professional asset managers), PTCE 90-1 (for certain transactions involving insurance company
pooled separate accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 95-60 (for transactions
involving certain insurance company general accounts), and PTCE 96-23 (for transactions managed by in-house asset managers). In addition,
ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code provide an exemption for the purchase and sale of securities offered hereby,
provided that neither the issuer of securities offered hereby nor any of its affiliates have or exercise any discretionary authority or control or render
any investment advice with respect to the assets of any Plan involved in the transaction, and provided further that the Plan pays no more and
receives no less than "adequate consideration" in connection with the transaction (the "service provider exemption"). There can be no assurance
that all of the conditions of any such exemptions will be satisfied.
Any purchaser or holder of Notes or any interest therein will be deemed to have represented by its purchase and holding of Notes offered
hereby that it either (1) is not a Plan, a Plan Asset Entity or a Non-ERISA Arrangement and is not purchasing the Notes on behalf of or with the
assets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement or (2) the purchase and holding of the Notes will not constitute a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.
Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions,
it is important that fiduciaries or other persons considering purchasing Notes on behalf of or with the assets of any Plan, a Plan Asset Entity or
Non-ERISA Arrangement consult with their counsel regarding the availability of exemptive relief under any of the PTCEs listed above, the service
provider exemption or the potential consequences of any purchase or holding under Similar Laws, as applicable. Purchasers of Notes have
exclusive responsibility for ensuring that their purchase and holding of Notes do not violate the fiduciary or prohibited transaction rules of ERISA
or the Code or any similar provisions of Similar Laws. The sale of any Notes to a Plan, Plan Asset Entity or Non-ERISA Arrangement is in no
respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to
investments by any such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA
Arrangement or that such investment is appropriate for such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular
Plan, Plan Asset Entity or Non-ERISA Arrangement.

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SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
BMOCM will purchase the Notes from us on the settlement date at a price equal to 99.40% of the principal amount. BMOCM has
informed us that, as part of its distribution of the Notes, it will reoffer the Notes to other dealers who will sell them at the original offering price.
Each such dealer, or further dealer engaged by a dealer to whom BMOCM reoffers the Notes, will purchase the Notes at an agreed discount to the
initial offering price.
We own, directly or indirectly, all of the outstanding equity securities of BMOCM, the agent for this offering. In accordance with FINRA
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Rule 5121, BMOCM may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer.
You should not construe the offering of any of the Notes as a recommendation as to the suitability of an investment in the Notes.
BMOCM may, but is not obligated to, make a market in the Notes. BMOCM will determine any secondary market prices that it is
prepared to offer in its sole discretion.
We may use this pricing supplement in the initial sale of the Notes. In addition, BMOCM or another of our affiliates may use this pricing
supplement in market-making transactions in any Notes after their initial sale. Unless BMOCM or we inform you otherwise in the confirmation of
sale, this pricing supplement is being used by BMOCM in a market-making transaction.
Delivery of the Notes will be made against payment for the Notes on December 15, 2016.

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VALIDITY OF THE NOTES
In the opinion of Osler, Hoskin & Harcourt LLP, the issue and sale of the notes has been duly authorized by all necessary corporate action
of the Bank in conformity with the Senior Indenture, and when this pricing supplement has been attached to, and duly notated on, the master note
that represents the notes, the notes will have been validly executed and issued and, to the extent validity of the notes is a matter governed by the
laws of the Province of Ontario, or the laws of Canada applicable therein, and will be valid obligations of the Bank, subject to the following
limitations (i) the enforceability of the Senior Indenture may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-
up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other
similar laws affecting the enforcement of creditors' rights generally; (ii) the enforceability of the Senior Indenture may be limited by equitable
principles, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a
court of competent jurisdiction; (iii) pursuant to the Currency Act (Canada) a judgment by a Canadian court must be awarded in Canadian currency
and that such judgment may be based on a rate of exchange in existence on a day other than the day of payment; and (iv) the enforceability of the
Senior Indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to
whether a court may find any provision of the Senior Debt Indenture to be unenforceable as an attempt to vary or exclude a limitation period under
that Act. This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario and the federal laws of Canada applicable
thereto. In addition, this opinion is subject to customary assumptions about the Trustee's authorization, execution and delivery of the Indenture and
the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated July 2, 2014, which has been filed as
Exhibit 5.1 to Bank of Montreal's Form 6-K filed with the SEC on July 3, 2014.
In the opinion of Morrison & Foerster LLP, when the pricing supplement has been attached to, and duly notated on, the master note that
represents the notes, and the notes have been issued and sold as contemplated by the prospectus supplement and the prospectus, the notes will be
valid, binding and enforceable obligations of Bank of Montreal, entitled to the benefits of the Indenture, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). 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 the genuineness of signatures and to such counsel's reliance on the Bank and other sources as to certain factual
matters, all as stated in the legal opinion dated July 2, 2014, which has been filed as Exhibit 5.2 to the Bank's Form 6-K filed on July 3, 2014.

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