Form 6-K BANK OF NOVA SCOTIA For: Jul 31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2015

Commission File Number: 002-09048

THE BANK OF NOVA SCOTIA

(Name of Registrant)

44 King Street West, 8^th Floor, Scotia Plaza, Toronto, Ontario M5H 1H1

416-866-4269

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐                             Form 40-F ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐                               No ☑

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A.

This Report on Form 6-K and the exhibits hereto are incorporated by reference as exhibits to The Bank of Nova Scotia’s Registration Statement on Form F-3 (File No. 333-200089) which was filed on November 12, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE BANK OF NOVA SCOTIA
Date: July 9, 2015	By:	/s/ Christy Bunker
		Name: Christy Bunker
		Title: Managing Director, Secured and Capital Funding

EXHIBIT INDEX

Exhibit		Description of Exhibit
23.1		Consent of Allen & Overy LLP.
23.2		Consent of Osler, Hoskin & Harcourt LLP.

Exhibit 23.1

 

The Bank of Nova Scotia 44 King St. West Scotia Plaza, 8th Floor Toronto, Ontario, Canada M5H 1H1	Allen & Overy LLP
	1221 Avenue of the Americas
	New York  NY  10020
	Tel	212 610 6300
	Fax	212 610 6399

 

Our ref                      0010146-0000218 NY:22815963.2A
July 9, 2015

Re: The Bank of Nova Scotia – Senior Notes, Series A

Ladies and Gentlemen:

The Bank of Nova Scotia, a bank organized under the laws of Canada (the “Bank”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3, file number 333-200089, for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, the Bank’s senior debt securities (the “Securities”), to be issued from time to time pursuant to the Indenture, dated January 22, 2010, by and among the Issuer, Computershare Trust Company, N.A., as U.S. trustee, and Computershare Trust Company of Canada, as Canadian trustee.

We hereby consent to any reference to us, in our capacity as special tax counsel to the Bank, or any opinion of ours delivered in that capacity in any prospectus supplement, product prospectus supplement, pricing supplement or free writing prospectus relating to the offer and sale of any particular Security or Securities prepared and filed by the Bank with the Commission on this date or a future date.

In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Allen & Overy LLP

Allen & Overy LLP

 

 

 

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorized and regulated by the Solicitors Regulation Authority of England and Wales. Allen & Overy LLP is a multi-jurisdictional law firm with lawyers admitted to practise in a variety of jurisdictions. A list of the members of Allen & Overy LLP and their professional qualifications is open to inspection at its registered office, One Bishops Square, London, E1 6AD and at the above address. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Barcelona, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), Johannesburg, London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Toronto, Warsaw, Washington, D.C. and Yangon.

 

Exhibit 23.2

	Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B8 416.362.2111 MAIN 416.862.6666 FACSIMILE
Toronto Montréal Ottawa Calgary New York	July 9, 2015	Amanda Heale Direct Dial: 416.862.6780 [email protected] Our Matter No.: 1160734
	The Bank of Nova Scotia 44 King St. West Scotia Plaza, 8th Floor Toronto, Ontario, Canada M5H 1H1 Re: The Bank of Nova Scotia – Senior Notes, Series A Ladies and Gentlemen: The Bank of Nova Scotia, a bank organized under the laws of Canada (the “Bank”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3, file number 333-200089, for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, the Bank’s senior debt securities (the “Securities”), to be issued from time to time pursuant to the Indenture, dated January 22, 2010, by and among the Issuer, Computershare Trust Company, N.A., as U.S. trustee, and Computershare Trust Company of Canada, as Canadian trustee. We hereby consent to any reference to us, in our capacity as special tax counsel to the Bank, or any opinion of ours delivered in that capacity in any prospectus supplement, product prospectus supplement, pricing supplement or free writing prospectus relating to the offer and sale of any particular Security or Securities prepared and filed by the Bank with the Commission on this date or a future date. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ Osler, Hoskin & Harcourt LLP Osler, Hoskin & Harcourt LLP

 

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