SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
6-K
Report of Foreign
Private Issuer
Pursuant to Rule
13a-16 or 15d-16 of
the Securities
Exchange Act of 1934
March 16,
2010
The Royal Bank of Scotland plc
The
Royal Bank of Scotland Group plc
Gogarburn
PO Box
1000
Edinburgh EH12
1HQ
Scotland
United
Kingdom
(Address of
principal executive offices)
Indicate by check
mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
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Form
20-F X
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Form
40-F ___
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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):___
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):___
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.
If "Yes" is marked,
indicate below the file number assigned to
the registrant in
connection with Rule 12g3-2(b): 82-
This report on Form
6-K shall be deemed incorporated by reference into the company's Registration
Statement on Form F-3 (File No. 333-162219-01) and to be a part thereof from the
date on which this report is filed, to the extent not superseded by documents or
reports subsequently filed or furnished.
In
connection with the offering of $2,000,000,000 4.875% Senior Notes due March 16,
2015 issued by The Royal Bank of Scotland plc and guaranteed by The Royal Bank
of Scotland Group plc, the company is filing the following opinions of
counsel solely for incorporation into the company’s Registration Statement on
Form F-3 (File No. 333-162219-01):
5.1 Opinion of
Dundas & Wilson CS LLP
5.2 Opinion of
Davis Polk & Wardwell LLP
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on behalf by the undersigned, thereunto duly
authorised.
The Royal Bank of
Scotland plc
Registrant
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/s/ Aileen
Taylor
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Name:
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Aileen
Taylor
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Title:
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Deputy Group
Secretary
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March 16,
2010