Exhibit (d)
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June 1, 2022 JPMorgan Chase Bank, N.A., as Depositary 383 Madison Avenue, Floor 11 New York, NY 10179 | | | | 
Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 United States Direct line +1 212 318 3151 scott.saks@nortonrosefulbright.com Tel +1 212 318 3000 Fax +1 212 318 3400 nortonrosefulbright.com |
| Re: | Registration Statement on Form F-6 – American Depositary Shares evidenced by |
| | American Depositary Receipts for deposited ordinary shares of Haleon plc. |
Ladies and Gentlemen:
We have acted as counsel to JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), in connection with the Registration Statement on Form F-6 (the “Registration Statement”) to be filed on the date hereof with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), by the legal entity created by the Deposit Agreement (as defined below) and Haleon plc, a public limited company organized under the laws of England and Wales (the “Company”), relating to up to 1,250,000,000 American Depositary Shares (“ADSs”), to be evidenced by American Depositary Receipts (“ADRs”), each ADS to initially represent, subject to the terms and conditions of the Deposit Agreement and the ADRs, the right to receive two (2) ordinary shares of the Company (the “Shares”). The ADSs will be issued pursuant to the Deposit Agreement (the “Deposit Agreement”) to be entered into among the Company, the Depositary and all holders and beneficial owners from time to time of ADRs issued thereunder, a draft copy of which is being filed as Exhibit (a) to the Registration Statement. Capitalized terms used herein that are not herein defined shall have the meanings assigned to them in the Deposit Agreement.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents as we considered necessary or appropriate to enable us to render this opinion, including but not limited to the Registration Statement, the Deposit Agreement and the Form of ADR included as Exhibit A to the Deposit Agreement, as well as such other corporate records, certificates and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.
In rendering this opinion, we have assumed the genuineness and authenticity of all signatures, including electronic signatures, on original documents; the legal capacity, competency and authority of all individuals; the authenticity of all documents submitted to us; the conformity to originals of all documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies; the accuracy and completeness of all documents and records reviewed by us; the accuracy, completeness and authenticity of certificates issued by any governmental official, office or agency and the absence of change in the information contained therein from the effective date of any such certificate; and that the relevant Shares will have been
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