Exhibit 5.2
June 19, 2020
Perrigo Company plc
Perrigo Finance Unlimited Company
The Sharp Building
Hogan Place
Dublin 2, Ireland, D02 TY74
Ladies and Gentlemen:
We are acting as counsel to Perrigo Company plc, a public limited company incorporated under the laws of Ireland (the “Parent Guarantor”), and Perrigo Finance Unlimited Company, a public unlimited company incorporated under the laws of Ireland (the “Company”), in connection with the Registration Statement on FormS-3, as may be amended from time to time (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Company’s issuance and sale of $750,000,000 principal amount of its 3.150% Senior Notes due 2030 (the “Debt Securities”), to be issued under the indenture, dated as of December 2, 2014 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 3, dated as of June 19, 2020 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Parent Guarantor and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) and (ii) the related guarantee (the “Guarantee” and, together with the Debt Securities, the “Securities”) by the Parent Guarantor of the Company’s obligations under the Debt Securities. The Securities are being purchased and sold pursuant to an Underwriting Agreement, dated June 16, 2020 (the “Underwriting Agreement”), among the Company, the Parent Guarantor and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several Underwriters named therein. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, electronic or reproduction copies of such agreements, instruments, documents and records of the Company and the Parent Guarantor, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Company and the Parent Guarantor as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the following:
| (a) | an executed copy of the Underwriting Agreement; |
| (b) | executed copies of the Debt Securities issued and delivered on the date hereof; |
| (c) | an executed copy of the Base Indenture; and |
| (d) | an executed copy of the Third Supplemental Indenture. |
The documents referred to in items (a) through (d) above, inclusive, are referred to herein collectively as the “Documents.”
In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as certified, conformed, electronic or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, statements, representations and warranties contained in the Underwriting Agreement and certificates and oral or written statements and other information of or from public officials, officers or other representatives of the Company, the Parent Guarantor and others, and assume compliance on the part of all parties to the Documents with their covenants and agreements contained therein.
To the extent it may be relevant to the opinions expressed herein, we have assumed that (i) the Debt Securities have been duly authenticated and delivered by the Trustee; (ii) all of the parties to the Documents are validly existing and in good standing under the laws of their respective jurisdictions of formation and have the power and authority to (a)