Exhibit 5.1
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767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax
May 29, 2020
Willis Towers Watson Public Limited Company
51 Lime Street
London EC3M 7DQ, England
Ladies and Gentlemen:
We have acted as counsel to Willis North America Inc., a Delaware corporation (the “Issuer”) and Willis Towers Watson Public Limited Company (the “Company”), a company incorporated under the laws of Ireland having company number 475616, Willis Towers Watson Sub Holdings Unlimited Company, a company with limited liability organized under the laws of Ireland, Willis Netherlands Holdings B.V., a company organized under the laws of the Netherlands, Willis Investment UK Holdings Limited, a company with limited liability organized under the laws of England and Wales, TA I Limited, a company with limited liability organized under the laws of England and Wales, Willis Towers Watson UK Holdings Limited, a company with limited liability organized under the laws of England and Wales, Trinity Acquisition plc, a company with limited liability organized under the laws of England and Wales, and Willis Group Limited, a company with limited liability organized under the laws of England and Wales (collectively, the “Guarantors”), in connection with the offer and sale by the Issuer of $275,000,000 aggregate principal amount of its 2.950% Senior Notes due 2029 (the “Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”), pursuant to an underwriting agreement, dated May 21, 2020, among the Issuer, the Guarantors and BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the underwriters named therein.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Registration Statement on FormS-3 (FileNo. 333-230192), filed by the Company on March 11, 2019 (the “Registration Statement”), (ii) the prospectus, dated as of March 11, 2019 (the “Base Prospectus”), which forms a part of the Registration Statement, (iii) the preliminary prospectus supplement, dated May 21, 2020, (iv) the prospectus supplement, dated May 21, 2020 (the “Prospectus Supplement”), (v) the base indenture (the “Base Indenture”), dated as of May 16, 2017, among the Issuer, the guarantors party thereto and Wells Fargo, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture (the “Second Supplemental Indenture”), dated as of August 11, 2017, and a fourth supplemental indenture, dated as of September 10, 2019 (the “Fourth Supplemental Indenture”), (vi) the Officers’ Certificate pursuant to the Indenture, dated the date hereof (the “Officers’ Certificate” and, together with the Base Indenture, the Second Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”) and (vii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Issuer and the Guarantors, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.