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2. has been signed by

3. acting in the capacity of

41. bears the seal/stamp of

5. at Tallahassee, Florida

· 6. the Twenty-Seventh day of May, A.D., 2011

7. by Secretary of State, State of Florida

8. No. 2011-55183

9. Seal/Stamp:

I

•

Secretary of State

DSDE 99 (4/11). . •

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W A L R Q T H - S A D U R N I L A WM I A M I M C X I C C >

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Miami, Florida; May 26, 2011

TRIBUNAL FEDERAL DE JUSTICIA FISCAL Y ADMINISTRATIVA

SALAS REGIONALES METROPOLITANAS Insurgentes Sur 881Colonia IslapolesC.P. 03810, Mexico, D.F.Mexico

Re: Distribuidora Megamak, S.A. de C.V., v. Servicio de Administracion Tributaria

To Whom it May Concern:

I am attorney licensed to practice in the State of Florida since 1984. My Florida Bar Number is 442569. I am the founding partner of Walroth-Sadurni & Mendoza-Tirado, P.A. (d/b/a Walroth-Sadurni Law), which maintains its principle offices at 5201 The Waterford at Blue Lagoon, 5201 Blue Lagoon Drive, Penthouse, Miami, Florida 33126. My practice regularly involves representing Limited Liability Companies, and involves substantial analysis and application of the Internal Revenue Code, and the corresponding Code of Federal Regulations, as authorized by the U.S. Department of the Treasury.

I have been retained to certify the applicable Internal Revenue Code ("IRC"), and the corresponding Code of Federal Regulations ("C.F.R."), relating to the STRIPS Program authorized by the United States Department of the Treasury in 2005; and, to render a general opinion regarding the applicability of 31 C.F.R. Part 356 "Sale and Issue of Marketable Book-Entry Treasury Bills, Notes, and Bonds-Plain Language Uniform Offering Circular". More specifically, my opinion will relate to 31 C.F.R. 356.31 "How does the STRIPS Program works?" in force in 2005, and how the STRIPS Program permits, and provides a mechanism for

Tribunal Federal de Justicia Fiscal y AdministrativaDistribuidora Megamak, S.A. de C.V., v. Servicio de Administracion Tributaria Page 2

a holder of a U.S. Treasury Bond to separate (a) an individual interest component (the "I0 Pieces") and (b) the principal component (the "PO Piece") of the U.S. Treasury bond.

The salient section of the Code of Federal Regulations applicable to the STRIPS Program is 31 C.F.R. § 356.31. A true and correct copy of 31 C.F.R. § 356.31 in effect in 2005 is attached as Exhibit "A". 31 C.F.R. § 356.31 provides:

"Section 356.31 How does the STRIPS program work?

(a) General. Notes or bonds may be stripped-divided into separate principal and interest components. These components must be maintained in the commercial book-entry system. Stripping is done at the option of the holder, and may occur at any time from issuance until maturity. We provide the CUSIP numbers and payment dates for the principal and interest components in auction announcements and on our website at www.publicdebt.treas.gov.

(b) Treasury fixed-principal securities (notes and bonds other than Treasury inflation-protected securities -

(1) Minimum par amounts required for STRIPS. The minimum par amount of a fixed-principal security that may be stripped is $1,000. Any par amount to be stripped above $1,000 must be in a multiple of $1,000.

(2) Principal components. Principal components stripped from fixed-principal securities are maintained in accounts, and transferred, at their par amount. They have a CUSIP number that is different from the CUSIP number of the fully constituted (unstripped) security.

(3) Interest components. Interest components stripped from fixed-principal securities have the following features:

(i) They are maintained in accounts, and transferred, at their original payment value, which is derived by multiplying the semiannual interest rate and the par amount;

(ii) Their interest payment date becomes the maturity date for the component;

(iii) All interest components with the same maturity date have the same CUSIP number, regardless of the underlying security from which the interest payments were stripped, and therefore are fungible (interchangeable).

Tribunal Federal de Justicia Fiscal y AdministrativaDistribuidora Megamak, S.A. de C.V., v. Servicio de Administracion Tributaria Page 3

(iv) the CUSIP numbers of interest components are different from the CUSIP numbers of principal components and fully constituted securities, even if they have the same maturity date, and therefore are not fungible.

(c) Treasury inflation-protected securities -

(1) Minimum par amounts required for STRIPS. The minimum par amount of an inflation-protected security that may be stripped is $1,000. Any par amount to be stripped above $1,000 must be in a multiple of $1,000.

(2) Principal components. Principal components stripped from inflation-protected securities are maintained in accounts, and transferred, at their par amount. At maturity, the holder will receive the inflation-adjusted principal or the par amount, whichever is greater. (See 356.30.) A principal component has a CUSIP number that is different from the CUSIP number of the fully constituted (unstripped) security.

(3) Interest components.

(i) Adjusted value. Interest components stripped from inflation-protected securities are maintained in accounts, and transferred, at their adjusted value. This value is derived by multiplying the semiannual interest rate by the par amount and then multiplying this value by: 100 divided by the Reference CPI of the original issue date. (The dated date is used instead of the original issue date when the dates are different.) See Appendix B, Section IV of this part for an example of how to do this calculation.

(ii) CUSIP numbers. When an interest payment is stripped from an inflation-protected security, the interest payment date becomes the maturity date for the component. All interest components with the same maturity date have the same CUSIP number, regardless of the underlying security from which the interest payments were stripped. Such interest components are fungible (interchangeable). The CUSIP numbers of interest components are different from the CUSIP numbers of principal components and fully constituted securities, even if they have the same maturity date.

(iii) Payment at maturity. At maturity, the payment to the holder will be derived by multiplying the adjusted value of the interest component by the Reference CPI of the maturity date, divided by 100. See Appendix B,

(iv) Rebasing of the CPI. If the CPI is rebased to a different time base

reference period (See Appendix D.), the adjusted values of all

Section IV of this part for an example of how to do this calculation.

Tribunal Federal de Justicia Fiscal y AdministrativaDistribuidora Megamak, S.A. de C.V., v. Servicio de AdministraciOn Tributaria Page 4

inflation-protected interest components will be converted to adjusted values based on the new base reference period. At that time, we will publish information that describes how this conversion will occur. After rebasing, any interest components created from a security that was issued during a prior base reference period will be issued with adjusted values calculated using reference CPIs under the most-recent base reference period.

(d) Reconstituting a security. Stripped interest and principal components may be reconstituted, that is, put back together into their fully constituted form. A principal component and all related unmatured interest components, in the appropriate minimum or multiple amounts or adjusted values, must be submitted together for reconstitution. Because inflation-protected interest components are different from fixed-principal interest components, they are not interchangeable for reconstitution purposes.

(e) Applicable regulations. Subparts A, B, and D of part 357 of this chapter govern notes and bonds stripped into their STRIPS components, unless we state differently in this part."

31 C.F.R. § 356.31 (2005).

Based on my review and knowledge of 31 C.F.R. § 356.31, I have a professional opinion as a Florida attorney, to a reasonable degree of certainty in my profession, as follows:

In general terms, Section 356.31(a) of the Code of Federal Regulations establishes that notes or bonds issued by the Treasury may be "stripped" — divided into separate principal and interest components. Striping is done at the option of the holder, and may occur at any time from issuance until maturity. The STRIPS Program permits, and provides a mechanism for a holder of a U.S. Treasury Bond to separate (a) an individual interest only component (the "I0 Piece") and (b) the principal only component (the "PO Piece") of the U.S. Treasury bond.

Pursuant to the STRIPS program, a bondholder may separate a U.S. Treasury bond into its I0 Pieces and a PO Piece through the bondholder's broker or financial institution, which notifies the United States Federal Reserve of the intention to separate the I0 Pieces and PO Piece of the U.S. Treasury bond. The PO Piece owned by the holder after a strip is identical to the U.S. Treasury Bond the holder initially purchased (i.e., representing the obligation of the United States to pay the same principal amount on the same maturity date), except for the fact that the PO Piece no longer has interest coupons attached.

Based on Section 356.31 of the Code of Federal Regulations (31 C.F.R. Part 356), the stripping of a United States Treasury Bond through the U.S. Federal Reserve is an administrative procedure designed to implement the separation of the IO Pieces and PO Piece of the Treasury

Tribunal Federal de Justicia Fiscal y AdministrativaDistribuidora Megamak, S.A. de C.V., v. Servicio de AdministraciOn TributariaPage 5

Bond by a holder, and therefore, does not involve the sale or disposition of a United States Treasury Bond by its holder.

Furthermore, following a stripping of a United States Treasury Bond, the PO Piece and the I0 Pieces are the same as before the stripping, i.e. the same PO Piece and IO Pieces represent an obligation of the United States to pay the same principal amount, the same interest amount, and on the same maturity dates as prior to the stripping.

In rendering the general opinions set forth above relating to stripping of United States Treasury Bonds under 31 C.F.R. § 356.31, please note that we are providing any tax advice with respect to the consequences of the stripping of such Bonds under the tax laws of Mexico, the United States, or any other jurisdiction.

Respectfully submitted, WALROTH-SADURNI LAW

By: Stephen P. Walroth-Sadurni, Esq.

SPWS:kgj

Tribunal Federal de Justicia Fiscal y AdministrativaDistribuidora Megamak, S.A. de C.V., v. Servicio de Administraciiin TributariaPage 6

NOTARY CERTIFICATE

STATE OF FLORIDA COUNTY OF MIAMI-DADE

BEFORE ME, the undersigned authority, as duly authorized by the States of Florida as a Notary Public in conformity with the Hague Convention, I do hereby certify that on this day personally appeared Stephen P. Walroth-Sadurni, Esq., who:

q To me is well known to be the person described in, and who signed, the foregoingDocument; or,

n Produced the following identification: Florida Drivers License, No. W-463-795-57-343-0; and in addition, his Florida Bar Identification Card, No. 442569;

And, who acknowledged to me under oath that he executed the foregoing Opinion Letter freely and voluntarily for the uses and purposes therein expressed.

WITNESS my hand and official seal this 25th day of May of 2011.

OTARY UBLIC

My C ission Expires:NANCY COUNOS

Notary Public - Slater el FloridaMy Comm. Expires Dec 18, 2011

Commission I EE 39611

Tribunal Federal de Justicia Fiscal y AdministrativaDistribuidora Megamak, S.A. de C.V., v. Servicio de AdrninistraciOn Tributaria Page 7

EXHIBIT "A"

A True and Correct Copy of 31 C.F.R. § 356.31 (2005).

WesuawPage 1

C31 C.F.R. § 356.31

CODE OF FEDERAL REGULATIONSTITLE 31—MONEY AND FINANCE: TREASURY

SUBTITLE B—REGULATIONS RELATING TO MONEY AND FINANCECHAPTER II—FISCAL SERVICE, DEPARTMENT OF THE TREASURY

SUBCHAPTER B—BUREAU OF THE PUBLIC DEBTPART 356—SALE AND ISSUE OF MARKETABLE BOOK-ENTRY TREASURY BILLS,

NOTES, ANDBONDS (DEPARTMENT OF THE TREASURY CIRCULAR, PUBLIC DEBT SERIES NO. 1-

93)SUBPART D—MISCELLANEOUS PROVISIONSCurrent through July 1, 2005; 70 FR 38561

356.31 How does the STRIPS program work?

(a) General. Notes or bonds may be "stripped"—divided into separate principal and interest components. These components must be maintained in the commercial book-entry system. Stripping is done at the option of the holder, and may occur at any time from issuance until maturity. We provide the CUSIP numbers and payment dates for the principal and interest components in auction announcements and on our website at www.publicdebt.treas.gov.(b) Treasury fixed-principal securities (notes and bonds other than Treasury inflation-protected securities—(I) Minimum par amounts required for STRIPS. The minimum par amount of a fixed-principal security that may be stripped is $1,000. Any par amount to be stripped above $1,000 must be in a multiple of $1,000.(2) Principal components. Principal components stripped from fixed-principal

securities are maintained in accounts, and transferred, at their par amount. They have a CUSIP number that is different from the CUSIP number of the fully constituted (unstripped) security.(3) Interest components. Interest components stripped from fixed-principal

securities have the following features:(i) They are maintained in accounts, and transferred, at their original payment

value, which is derived by multiplying the semiannual interest rate and the par amount;(ii) Their interest payment date becomes the maturity date for the component;(iii) All interest components with the same maturity date have the same CUSIP number,

regardless of the underlying security from which the interest payments were stripped, and therefore are fungible (interchangeable).(iv)the CUSIP numbers of interest components are different from the CUSIP numbers of

principal components and fully constituted securities, even if they have the same maturity date, and therefore are not fungible.(c) Treasury inflation-protected securities—(1) Minimum par amounts required for STRIPS. The minimum par amount of an

inflation-protected security that may be stripped is $1,000. Any par amount to be stripped above $1,000 must be in a multiple of $1,000.(2) Principal components. Principal components stripped from inflation-protected

© 2011 Thomson Reuters. No Claim to Orig. US Gov. Works.

securities are maintained in accounts, and transferred, at their par amount. At maturity, the holder will receive the inflation-adjusted principal or the par amount, whichever is greater. (See § 356.30.) A principal component has a CUSIP number that is different from the CUSIP number of the fully constituted (unstripped) security.(3) Interest components.-

(i) Adjusted value. Interest components stripped from inflation-protected securities are maintained in accounts, and transferred, at their adjusted value. This value is derived by multiplying the semiannual interest rate by the par amount and then multiplying this value by: 100 divided by the Reference CPI of the original issue date. (The dated date is used instead of the original issue date when the dates are different.) See Appendix B, Section IV of this part for an example of how to do this calculation.

Page 2

(ii) CUSIP numbers. When an interest payment is stripped from an inflation-protected security, the interest payment date becomes the maturity date for the component. All interest components with the same maturity date have the same CUSIP number, regardless of the underlying security from which the interest payments were stripped. Such interest components are fungible (interchangeable). The CUSIP numbers of interest components are different from the CUSIP numbers of principal components and fully constituted securities, even if they have the same maturity date.(iii) Payment at maturity. At maturity, the payment to the holder will be derived by multiplying the adjusted value of

the interest component by the Reference CPI of the maturity date, divided by 100. See Appendix B, Section IV of this part for an example of how to do this calculation.(iv)Rebasing of the CPI. If the CPI is rebased to a different time base reference period (See Appendix D.), the ad -

justed values of all outstanding inflation-protected interest components will be converted to adjusted values based on the new base reference period. At that time, we will publish information that describes how this conversion will oc -cur. After rebasing, any interest components created from a security that was issued during a prior base reference period will be issued with adjusted values calculated using reference CPIs under the most-recent base reference pe-riod.(d) Reconstituting a security. Stripped interest and principal components may be reconstituted, that is, put back to-

gether into their fully constituted form. A principal component and all related unmatured interest components, in the appropriate minimum or multiple amounts or adjusted values, must be submitted together for reconstitution. Be -cause inflation-protected interest components are different from fixed-principal interest components, they are not interchangeable for reconstitution purposes.(e) Applicable regulations. Subparts A, B, and D of part 357 of this chapter govern notes and bonds stripped into

their STRIPS components, unless we state differently in this part.

31 C. F. R. § 356.31 31 CFR § 356.31

END OF DOCUMENT

2011 Thomson Reuters. No Claim to Orig. US Gov. Works.