Exhibit 5.4
Warner Norcross + Judd LLP
Attorneys at Law
150 Ottawa Avenue N.W., Suite 1500
Grand Rapids, Michigan 49503
September 17, 2024
Perrigo Company plc
The Sharp Building, Hogan Place
Dublin 2, Ireland, D02 TY74
Ladies and Gentlemen:
We are providing this opinion at the request of Perrigo Company, a Michigan corporation (the “Company”), in connection with the issuance and sale by Perrigo Finance Unlimited Company, an Irish public unlimited company (“Perrigo Finance”), of €350,000,000 aggregate principal amount of 5.375% Senior Notes due 2032 (the “Notes”). The Notes will be issued and sold pursuant to an Underwriting Agreement dated as of September 11, 2024 (the “Underwriting Agreement”) among the Company, Perrigo Finance, Perrigo Company plc, a public limited company incorporated under the laws of Ireland, certain direct or indirect subsidiaries of the Company organized in Michigan and identified on Exhibit A to this opinion (the “Michigan Guarantors”), and B of A Securities, Inc., acting as representatives of the underwriters named therein.
The Notes will be issued under an indenture, dated as of December 2, 2014 (the “Base Indenture”), between Perrigo Finance, Perrigo Company plc, and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as Trustee, as supplemented by Supplemental Indenture No. 6 dated September 17, 2024 and Supplemental Indenture No. 7 dated September 17, 2024 (the “Supplemental Indentures,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed by the Michigan Guarantors.
In arriving at the opinions expressed below, we have examined and relied on the Underwriting Agreement and the Indenture. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of such records of the Company and the Michigan Guarantors and such other instruments and other certificates of public officials, officers and representatives of the Company and the Michigan Guarantors, and we have made such investigations of law as we have deemed appropriate as a basis for the opinions expressed below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies (including EDGAR documents) and the authenticity of the originals of such documents. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, other than the Company and the Michigan Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties, of such documents and that such documents constitute or will constitute valid and binding obligations of the parties thereto.
