Obbligazione Montreal Bank 1% ( US06367WM428 ) in USD

Emittente Montreal Bank
Prezzo di mercato 100 USD  ▲ 
Paese  Canada
Codice isin  US06367WM428 ( in USD )
Tasso d'interesse 1% per anno ( pagato 2 volte l'anno)
Scadenza 19/12/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Bank of Montreal US06367WM428 in USD 1%, scaduta


Importo minimo 1 000 USD
Importo totale 19 400 000 USD
Cusip 06367WM42
Standard & Poor's ( S&P ) rating N/A
Moody's rating A2 ( Upper medium grade - Investment-grade )
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 US06367WM428, pays a coupon of 1% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 19/12/2023

The Obbligazione issued by Montreal Bank ( Canada ) , in USD, with the ISIN code US06367WM428, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.







6/20/2020
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424B2 1 r618201424b2.htm RLN 223

Registration Statement No. 333-237342
Filed Pursuant to Rule 424(b)(2)


Pricing Supplement dated June 17, 2020 to the Prospectus Supplement dated April 20, 2020
and the Prospectus dated April 20, 2020



US$19,400,000
Senior Medium-Term Notes, Series F
Redeemable Step-Up Coupon Notes, Due December 19, 2023
Issuer:
Bank of Montreal
Title of Notes:
Redeemable Step-Up Coupon Notes, due December 19, 2023 (the "Notes")
Trade Date:
June 17, 2020
Settlement Date (Original Issue
June 19, 2020
Date):
Stated Maturity:
December 19, 2023, subject to our early redemption right, as described under "Specific Terms of the Notes -- Optional
Redemption Feature" below.
Principal Amount (in Specified
US$19,400,000; Minimum Denomination: US$1,000 and integral multiples of US$1,000 in excess of $1,000
Currency):
Original Public Offering Price
100%
(Issue Price):
Interest Rate Per Annum:
The Notes will bear interest at a rate equal to:
· 1.00% per annum for the period from and including June 19, 2020 to but excluding December 19, 2021.
· 1.25% per annum for the period from and including December 19, 2021 to but excluding December 19, 2022.
· 1.75% per annum for the period from and including December 19, 2022 to but excluding December 19, 2023.
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 the 19th of each June and December, commencing December 19, 2020. 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.:
06367WM42
Optional Redemption Provision:
We may, at our option, elect to redeem the Notes in whole or in part semi-annually on each 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.
Redemption Dates:
Each June 19 and December 19, commencing on June 19, 2022.
Bail-inable Notes:
The Notes will be bail-inable notes (as defined in the accompanying prospectus supplement 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 Bank of
Montreal 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.
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 April 20, 2020:
https://www.sec.gov/Archives/edgar/data/927971/000119312520112249/d908040d424b5.htm
·
Prospectus dated April 20, 2020:
https://www.sec.gov/Archives/edgar/data/927971/000119312520112240/d903160d424b2.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 8 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 Deposit 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 June 19, 2020.
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 June 19, 2020, if settlement occurs after that date. BMOCM will purchase the Notes from us on the
settlement date at a price equal to 99.50% 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 F, and therefore, this
pricing supplement (the "pricing supplement"), should be read together with the accompanying prospectus supplement, dated April 20,
2020 and the accompanying prospectus, dated April 20, 2020. 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 F" (the "medium-term
notes") that we may issue from time to time under the senior indenture, dated January 25, 2010, as amended and supplemented to date,
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.

The Notes are bail-inable notes (as defined in the accompanying prospectus supplement) 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 Bank of Montreal 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.

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 Redemption Date (as defined
above), 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.

Agreement with Respect to the Exercise of Canadian Bail-in Powers

By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to (i) agree to be bound,
in respect of that Note, by the CDIC Act, including the conversion of that Note, in whole or in part ­ by means of a transaction or
series of transactions and in one or more steps ­ into common shares of Bank of Montreal or any of its affiliates under subsection
39.2(2.3) of the CDIC Act and the variation or extinguishment of that Note in consequence, and by 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 that
Note; (ii) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect to the CDIC Act and those laws; and
(iii) acknowledge and agree that the terms referred to in paragraphs (i) and (ii), above, are binding on that holder or beneficial owner
despite any provisions in the indenture or that Note, any other law that governs that Note and any other agreement, arrangement or
understanding between that holder or beneficial owner and Bank of Montreal with respect to that Note.

Holders and beneficial owners of any Note will have no further rights in respect of that Note to the extent that Note is
converted in a bail-in conversion, other than those provided under the bail-in regime, and by its acquisition of an interest in any Note,
each holder or beneficial owner of that Note is deemed to irrevocably consent to the converted portion of the principal amount of that
Note and any accrued and unpaid interest thereon being deemed paid in full by Bank of Montreal by the issuance of common shares of
Bank of Montreal (or, if applicable, any of its affiliates) upon the occurrence of a bail-in conversion, which bail-in conversion will
occur without any further action on the part of that holder or beneficial owner or the trustee; provided that, for the avoidance of doubt,
this consent will not limit or otherwise affect any rights that holders or beneficial owners may have under the bail-in regime.

See "Description of the Notes We May Offer -- Special Provisions Related to Bail-inable Notes" in the accompanying
prospectus supplement for a description of provisions applicable to the Notes as a result of Canadian bail-in powers.

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 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.


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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

For a discussion of the Canadian federal income tax considerations relating to an investment in the notes, please see the
section of the prospectus settlement, "Certain Income Tax Consequences ­ Certain Canadian Income Tax Considerations."

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. It
does not apply to holders subject to special rules including holders subject to Section 451(b) of the Code. 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.

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
19, 2021, 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 19, 2021. 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.

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).

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.


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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 imposes 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.

Proposed regulations eliminate the requirement of withholding on gross proceeds from the sale or disposition of financial
instruments. The U.S. Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their
finalization. If we determine withholding is appropriate with respect to the notes, we will withhold tax at the applicable statutory rate,
and we will not pay any additional amounts in respect of such withholding. If we (or an applicable withholding agent) determine
withholding is appropriate, we (or such agent) will withhold tax at the applicable statutory rate, and we will not pay any additional
amounts in respect of such withholding. Account holders subject to information reporting requirements pursuant to the Foreign
Account Tax Compliance Act may include holders of the Notes. Foreign financial institutions and non-financial foreign entities located
in jurisdictions that have an intergovernmental agreement with the United States governing the Foreign Account Tax Compliance Act
may be subject to different rules. Holders are urged to consult with their own tax advisors regarding the possible implications of this
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 as specified on the cover page of this pricing
supplement. 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 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.

The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise
made available to, any retail investor in the European Economic Area (the "EEA") or in the United Kingdom. For these purposes, the
expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and
the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, and a "retail investor" means a person
who is one (or more) of: (a) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II");
or (b) a customer, within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in Regulation (EU) 2017/1129 (the
"Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the
"PRIIPs Regulation"), for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the U.K.
has been prepared, and therefore, offering or selling the Notes or otherwise making them available to any retail investor in the EEA or
in the U.K. may be unlawful under the PRIIPs Regulation.


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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 April 20, 2020, which has been filed as Exhibit 5.3 to Bank of Montreal's Form 6-K filed with
the SEC and dated April 20, 2020.

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 Senior
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 Senior 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 April 20, 2020, which has been filed as Exhibit 5.4 to the Bank's Form 6-K dated April 20, 2020.


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