Endo International Public Limited Company 25-28 North Wall Quay International Financial Services Centre Dublin 1 Dear Sirs We act as Irish counsel for the Company, a public limited company incorporated under the laws of Ireland, in connection with the proposed registration by the Company of 15,166,916 ordinary shares of the Company, nominal value $0.0001 per share (theOrdinary Shares), pursuant to a Registration Statement on Form S-8 (theRegistration Statement) to be filed by the Company under the Securities Act of 1933, as amended. The Ordinary Shares are issuable under equity plans that the Company agreed to adopt or assume pursuant to an arrangement agreement by and among the Company, Endo Health Solutions, Inc., Sportwell II Limited, ULU Acquisition Corp., RDS Merger Sub, LLC, 8312214 Canada Inc. and Paladin Labs, Inc. dated 5 November 2013, namely: • the Endo Pharmaceuticals Holdings Inc. 2010 Stock Incentive Plan (to be renamed Endo International plc Amended and Restated 2010 Stock Incentive Plan); • the Endo Pharmaceuticals Holdings Inc. 2007 Stock Incentive Plan (to be renamed Endo International plc Amended and Restated 2007 Stock Incentive Plan); • the Endo Pharmaceuticals Holdings Inc. 2004 Stock Incentive Plan (to be renamed Endo International plc Amended and Restated 2004 Stock Incentive Plan); • the Endo Pharmaceuticals Holdings Inc. 2000 Stock Incentive Plan (to be renamed Endo International plc Amended and Restated 2000 Stock Incentive Plan); • the Endo Health Solutions Inc. Assumed Stock Incentive Plan (to be renamed Endo International plc Amended and Restated Assumed Stock Incentive Plan); and • the Endo Pharmaceuticals Holdings Inc. Employee Stock Purchase Plan (to be renamed Endo International plc Amended and Restated Employee Stock Purchase Plan). (hereinafter together referred to as thePlans). In connection with this opinion, we have reviewed copies of such corporate records of the Company as we have deemed necessary as a basis for the opinion hereinafter expressed. In rendering this opinion, we have examined, and have assumed the truth and accuracy of the contents of, such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the truth and accuracy of the information contained in such documents, 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 or photostatic copies and the authenticity of the originals of such documents. We have further assumed that none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been varied, amended or revoked in any respect or have expired and that the Ordinary Shares will be issued in accordance with such resolutions and authorities and the terms of the Plans. |