 | A&L Goodbody LLP | Dublin | |
International Financial Services Centre | Belfast | ||
25-28 North Wall Quay, Dublin 1 | London | ||
D01 H104 | New York | ||
T: +353 1 649 2000 | San Francisco | ||
DX: 29 Dublin | www.algoodbody.com | Palo Alto |
| Date | 1 July 2021 |
| Our ref | BHY/BOF 01435880 |
| 1 | Context |
| 1.1 | We act as Irish counsel for the Company, registered number 145835, a public limited company limited by shares incorporated under the laws of Ireland, in connection with the Registration Statement on Form F-4, which includes the Joint Proxy Statement/Prospectus, filed with the United States Securities and Exchange Commission (the SEC) in or around 31 March 2021, under the Securities Act of 1933, as previously amended by the Amendment No. 1 filed with the Commission on April 26, 2021, and which became effective on April 27, 2021, and Registration Statement on Form F-4, filed with the Commission on June 30, 2021, which became effective on filing and the Post-Effective Amendment on Form S-8 to Form F-4 to be filed on or about the date of this letter (being all together, as amended or supplemented, is hereinafter referred to as the Registration Statement). |
| 1.2 | In connection with the transactions contemplated by an Agreement and Plan of Merger, dated as of February 24, 2021, by and among the Company, ICON US Holdings, Inc., Indigo Merger Sub, Inc. and PRA Health Sciences, Inc. (the Merger Agreement), the Company may issue up to approximately 2,605,853 ordinary shares, par value €0.06 per share, in aggregate pursuant to outstanding stock options and restricted stock units previously granted under the PRA Health Sciences, Inc. 2020 Stock Incentive Plan, PRA Health Sciences, Inc. 2018 Stock Incentive Plan, PRA Health Sciences, Inc. 2014 Omnibus Incentive Plan or 2013 Stock Incentive Plan for Key Employees of PRA Health Sciences and its Subsidiaries (the PRA Plans). Such shares, when issued in accordance with the PRA Plans, are referred to in this opinion as the Shares and the issuance of the Shares is referred to as the Issuance. |
| 2 | Examination |
| (i) | the Merger Agreement; |
| (ii) | the Registration Statement; |
| (iii) | resolutions of the board of directors of the Company approving, amongst other things, the Merger Agreement and the Issuance; |
| (iv) | the PRA Plans; |
| (v) | a copy of the Constitution of the Company, in force as of the date hereof (the Constitution). |
CE Gill • JG Grennan • PD White • VJ Power • LA Kennedy • SM Doggett • B McDermott • PV Maher • S O’Riordan • MP McKenna • KA Feeney • M Sherlock • E MacNeill • KP Allen EA Roberts • C Rogers • G O’Toole • JN Kelly • N O’Sullivan • MJ Ward • AC Burke • D Widger • C Christle • S O’Croinin • JW Yarr • DR Baxter • A McCarthy • JF Whelan • JB Somerville MF Barr • AM Curran • A Roberts • RM Moore • D Main • J Cahir • M Traynor • PM Murray • P Walker • K Furlong • PT Fahy • D Inverarity • M Coghlan • DR Francis • A Casey • B Hosty M O’Brien • L Mulleady • K Ryan • E Hurley • G Stanley • D Dagostino • R Grey • R Lyons • J Sheehy • C Carroll • SE Carson • P Diggin • J Williams • A O’Beirne • J Dallas SM Lynch • M McElhinney • C Owens • AD Ion • K O’Connor • JH Milne • T Casey • M Doyle • CJ Comerford • R Marron • D Berkery • K O’Shaughnessy • S O’Connor SE Murphy • D Nangle • L Butler • A Lawler • C Ó Conluain • N McMahon • HP Brandt • A Sheridan • LM Byrne • N Cole • M Devane • D Fitzgerald • G McDonald • N Meehan • R O’Driscoll • B O’Malley Consultants: SW Haughey • Professor JCW Wylie • AF Browne • MA Greene • AV Fanagan |
| 3 | Opinion |
| (i) | the Company is a public company limited by shares and is duly incorporated and validly existing under the laws of Ireland; and |
| (ii) | the Shares, when issued by the Company in accordance with the terms of the Registration Statement and the PRA Plans, will have been duly authorised, validly issued fully paid and not subject to calls for any additional payments (“non-assessable”). |
| 4 | Assumptions |
| 4.1 | In rendering this opinion, we have examined, and have assumed the truth and accuracy of the contents of, such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this opinion. |
| 4.2 | We have assumed that when the Issuance occurs: |
| 4.2.1 | the Constitution has not been amended or varied; |
| 4.2.2 | the Registration Statement has become effective; |
| 4.2.3 | the Company has sufficient authorised but unissued capital in its Constitution; |
| 4.2.4 | an amount at least equal to the par value of the Shares is paid up; |
| 4.2.5 | the Company is fully solvent at the time of and immediately following the Issuance (ii) no resolution or petition for the appointment of a liquidator or examiner has been presented prior to the Issuance (iii) no receiver will have been appointed in relation to any of the assets or undertaking of the Company and (iv) no composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with any creditors or members will be proposed, sanctioned or approved in relation to the Company. |
| 4.3 | We have further assumed: |
| 4.3.1 | the authenticity of all documents submitted to us, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies; |
| 4.3.2 | the authority of persons signing on behalf of a particular party and the due authorisation, execution and delivery of all documents by the parties thereto other than the Company; and |
| 4.3.3 | that none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been varied, amended or revoked in any respect or have expired and that the Shares will be issued in accordance with such resolutions and authorities and the terms of the Merger Agreement. |
| 5 | Qualifications |
| 5.1 | This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. |
| 5.2 | This opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date of this opinion as currently applied by the courts of Ireland. We have made no investigations of, and we express no opinion as to the laws of, any other jurisdiction or their effect on this opinion. This opinion speaks only as of its date. We assume no obligation to update this opinion at any time in the future or to advise you of any change in law or change in interpretation of law which may occur after the date of this opinion. |
