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Aon Corporation, Aon Global Holdings plc, Aon plc and Aon Global Limited August 23, 2021 Page 2 |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3ASR, File Nos. 333-238189, 333-238189-01, 333-238189-02 and 333-238189-03 (the “Registration Statement”), filed by Aon Corporation, a Delaware corporation (the “Company”), Aon Global Holdings plc, a public limited company organized under the laws of England and Wales (the “Co-Issuer” and, together with the Company, the “Issuers”), Aon plc, a public limited company organized under the laws of Ireland (“Aon plc”) and Aon Global Limited (formerly known as Aon plc), a private limited company organized under the laws of England and Wales (“AGL” and, together with Aon plc, the “Guarantors” and each a “Guarantor”), under the Securities Act of 1933, as amended (the “1933 Act”), which Registration Statement became effective upon filing pursuant to Rule 462(e) under the Securities Act. Pursuant to the Registration Statement, the Issuers are issuing $400,000,000 aggregate principal amount of 2.050% Senior Notes due 2031 (the “2031 Notes”) and $600,000,000 aggregate principal amount of 2.900% Senior Notes due 2051 (together with the 2031 Notes, the “Notes”). The Guarantors are providing a guarantee of the Notes (the “Guarantees” and, together with the Notes, the “Securities”) pursuant to guarantees endorsed (the “Guarantee Endorsements”) on the certificates evidencing the Notes and the Indenture (as defined below). The Securities are being issued under an Amended and Restated Indenture dated as of April 1, 2020 (the “Original Indenture”) among the Company, as issuer, the Co-Issuer and the Guarantors, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (amending and restating an Indenture dated as of December 3, 2018, among the Company, as issuer, AGL, as guarantor, and the Trustee) as amended and supplemented by a First Indenture Supplement dated as of August 23, 2021 (the “Supplemental Indenture”) among the Issuers, the Guarantors and the Trustee (the Original Indenture, as amended and supplemented by the Supplemental Indenture, the “Indenture”). The Securities are to be sold by the Company pursuant to an underwriting agreement dated August 18, 2021 (the “Underwriting Agreement”) among the Issuers, the Guarantors and the underwriters named in Exhibit A thereto.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinions expressed below, we have examined the Registration Statement, the Indenture, the Underwriting Agreement, the Notes in global form and the resolutions adopted by the board of directors of the Company relating to the Registration Statement, the Indenture, the Underwriting Agreement and the issuance of the Notes. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of each of the Issuers and the Guarantors and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of each of the Issuers and the Guarantors.
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