Opinion of Arnold & Porter LLP.



 EXHIBIT 4(6) 







 [Letterhead of Arnold & Porter LLP] 
  
 October 29, 2004 
  
 Ministry of Economy and Finance 
      of the
Republic of Panama 
 P.O. Box 2694, Zona 3 
 Panama, Republic of
Panama 
  
 Dear Ladies and Gentlemen: 
  
 We have acted as special United States counsel to the Republic of Panama
(“Panama”) in connection with the preparation of the registration statement under Schedule B (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Act”), pursuant to which Panama is registering $1,000,000,000 aggregate principal amount of its debt securities and warrants (the “Securities”) to be offered and sold from time to time
as set forth in the Registration Statement and the prospectus (the “Prospectus”) contained therein. We are familiar with (a) the form of Fiscal Agency Agreement (including the forms of Note), as amended by Amendment No. 1 dated as of
September 4, 2003, previously filed as part of Panama’s Registration Statement on Schedule B (Registration No. 333-8558) and made a part of the Registration Statement (the “Fiscal Agency Agreement”), and (b) the form of Underwriting
Agreement previously filed as part of Panama’s Registration Statement on Schedule B (Registration No. 333-8558) and made a part of the Registration Statement (together with the Fiscal Agency Agreement, the “Agreements”). 

 
 In rendering the opinion expressed below, we have examined such
certificates of public officials, government documents and records and other certificates and instruments furnished to us, and have made such other investigations, as we have deemed necessary in connection with the opinion set forth herein.
Furthermore, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the authority of Panama to enter into the Agreements and cause the issuance of the Securities, and the conformity to
authentic originals of all documents submitted to us as copies. As to any document originally prepared in any language other than English and submitted to us in translation, we have assumed the accuracy of the English translation. 
  
 This opinion is limited to the federal laws of the United States and the laws
of the State of New York, and we do not express any opinion herein concerning the laws of any other jurisdiction. Insofar as the opinion set forth herein relates to matters of the laws of Panama, we have relied upon the opinion of Alma Montenegro de
Fletcher, Procuradora de la Administración of Panama, a copy of which is being filed as an exhibit to the Registration 







 Ministry of Economy and Finance 
 October 29, 2004 
 Page 2 
  
 Statement, and our opinion herein is subject to any and all exceptions and reservations set forth therein. 
  
 Based upon and subject to the foregoing, we are of the opinion that when the Securities have been duly authorized, issued,
and executed by Panama and authenticated, delivered, and paid for as contemplated by the Agreements, the Prospectus and any amendment and supplement thereto, the Securities will constitute valid and legally binding obligations of Panama under the
laws of the State of New York. 
  
 We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the references to this firm under the heading “Validity of the Securities” in the Registration Statement. In giving the foregoing consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. 
  

			
		
	 	 	 Very truly yours,
  
  
 /s/    Arnold & Porter LLP