Exhibit 5.2
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Willis Towers Watson PLC
Willis Towers Watson House
Elm Park
Merrion Road
Dublin 4
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Our Ref |
DOD/NF/SD/661076/58 |
29 May 2020
Dear Sirs
Willis Towers Watson Public Limited Company (the “Company”) and Willis Towers Watson Sub Holdings Unlimited Company (the “Subsidiary”)
We have acted as your Irish counsel in connection with the offering by Willis North America Inc. (“Willis”) of an additional $275,000,000 aggregate principal amount of its 2.950% senior notes due 2029 (the “Notes”) pursuant to the registration statement on FormS-3 (Registration Number 333 – 230192) filed by the Company with the United States Securities and Exchange Commission (the “SEC”) on 11 March 2019 (the “Registration Statement”).
The Notes have been issued by Willis pursuant to the base indenture dated 16 May 2017 among (i) Willis, (ii) the Company, the Subsidiary and the other guarantors party thereto, and (iii) Wells Fargo, National Association (as trustee) (the “Base Indenture”), as supplemented, including by the fourth supplemental indenture dated 10 September 2019 (the “Supplemental Indenture”) and an officers’ certificate dated 29 May 2020, each among (i) Willis, (ii) the Company, the Subsidiary and the other guarantors party thereto, and (iii) Wells Fargo Bank, National Association (as trustee) (the “Officers’ Certificate”, and together with the Supplemental Indenture and the Base Indenture, the “Indenture”). The Indenture provides for the obligations under the Notes to be fully and unconditionally guaranteed (the “Guarantees”)pursuant to guarantees included in the Base Indenture by the Company, the Subsidiary, Willis Investment UK Holdings Limited, Willis Netherlands Holdings B.V., TA I Limited, Willis Towers Watson UK Holdings Limited, Willis Group Limited and Trinity Acquisition plc.
For the purposes of this opinion we have examined and relied upon the Registration Statement, the Officers’ Certificate and the documents listed in the Schedule to this opinion. The Registration Statement, the Officers’ Certificate and such documents are collectively referred to as the “Documents”. The Company and the Subsidiary are referred to as the “Irish Obligors” and each an “Irish Obligor”.
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