Exhibit 5.2
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October 4, 2024
Accenture plc
Accenture Capital Inc.
c/o Accenture plc
500 West Madison Street
Chicago, Illinois 60661
Re: | Accenture plc and Accenture Capital Inc. |
Registration Statement on Form S-3 (File Nos. 333-282399 and 333-282399-02)
Ladies and Gentlemen:
We have acted as counsel to Accenture Capital Inc., a Delaware corporation (the “Company”), and Accenture plc, an Irish public limited company (the “Guarantor”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file nos. 333-282399 and 333-282399-02 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated October 1, 2024, filed with the Commission on October 1, 2024 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $1,100,000,000 principal amount of the Company’s 3.900% Senior Notes due 2027, $1,200,000,000 principal amount of the Company’s 4.050% Senior Notes due 2029, $1,200,000,000 principal amount of the Company’s 4.250% Senior Notes due 2031 and $1,500,000,000 principal amount of the Company’s 4.500% Senior Notes due 2034 (collectively, the “Notes”).
The Notes have been issued pursuant to the Indenture dated as of October 4, 2024 (the “Base Indenture”), between the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as modified in respect of the Notes by the Officer’s Certificate pursuant to Section 2.03 of the Base Indenture dated as of October 4, 2024 (as so modified, the “Indenture”), and are guaranteed pursuant to the terms of the Indenture and the notation endorsed on the Notes by the Guarantor (the “Guarantees”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, the Notes, the Guarantees and such other documents, corporate records, certificates of officers of the Company and the Guarantor and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon
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