1. Basic background for this opinion.

1.1. Scope of engagement.

I have been asked by RAILROAD DEVELOPMENT CORPORATION to give my professional opinion on the procedure for the Guatemalan Government to declare certain administrative contracts and acts harmful to the interests of the State (declaration of lesivitiat4 under Guatemalan law. This opinion refers to the Constitutional and legal framework concerning the declaration of lesividad and to its consistency with the constitutional principles of the rule of law and due process in Guatemala.

1.2. Personal qualifications.

I have attached to this opinion a copy of my resume for ease of reference. My basic educational and professional background is the following:

Education:

• Attorney at Law and Notary Public, Rafael Landivar University School of Law; Guatemala City, 1980;

• Master of Laws, Georgetown University; Washington, D.C., 1982;

• Doctor of Laws, Francisco Marroquin University; Guatemala City, 1991;

• Doctor of Laws, Universidad Aut6noma de Barcelona; Bellaterra, Catalonia, 2004.