1) yes, if your friend is legally here, they can apply for a COA, and as long as her student visa doesn't run out b4 they are wed, they can apply for FLR which should be valid for 2yrs as darren as said already..
2) most of the time you cannot change from a VV to any other visa, but you could marry on a VV and apply for a COA, but your friend is an over stayer , and your suppose to go back and apply for entry clearance, only if your marrying a european you do not need to, but yes you can try an in country app, but the HO will be in no rush to process it, and if your illegal for 5 years- is she still in the uk ?? why the appeal has she been banned ?, that will set a few alarm bells ringing and you might get a knock on your door early one morning from immigration officers, its better your friend leaves and goes back to the phils to apply for a fiancée or spouse visa if shes still in the uk.
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