Attached files
| file | filename |
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| 8-K - FORM 8-K - Warner Chilcott plc | dp32729_8k.htm |
| EX-1.1 - EXHIBIT 1.1 - Warner Chilcott plc | dp32729_ex0101.htm |
Exhibit 5.1
11 September 2012
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To:
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Board of Directors
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Warner Chilcott plc
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1 Grand Canal Square
Docklands
Dublin 2
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Re:
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Warner Chilcott plc
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Prospectus Supplement dated 5 September 2012
Dear Sirs,
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1.
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Basis of Opinion
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1.1
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We act as Irish counsel to Warner Chilcott plc, a public company limited by shares, incorporated under the laws of Ireland, company number 471506, with its registered office at 1 Grand Canal Square, Docklands, Dublin 2, Ireland (the “Company”). We issue this opinion in connection with the offering pursuant to the Form S-3 registration statement filed with the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 on 13 November 2009 (the “Registration Statement”) and a prospectus dated 13 November 2009 (the “Prospectus”) as supplemented by the Prospectus Supplement filed with the SEC on 7 September 2012 (“Prospectus Supplement”). We refer in particular to the ordinary shares with nominal value of US$0.01 of the Company that will be offered for sale pursuant to the Prospectus Supplement (the “Shares”).
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1.2
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This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date of this Opinion as currently applied by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof.
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1.3
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This Opinion is also strictly confined to:
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(a)
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the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter;
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(b)
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the documents listed in the schedule to this Opinion (the “Documents”); and
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(c)
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the searches listed at 1.5 below.
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We express no opinion, and make no representation or warranty, as to any matter of fact or in respect of any documents which may exist in relation to the Shares, other than the Documents.
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1.4
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For the purpose of giving this Opinion, we have examined copies sent to us by email in pdf or other electronic format of the Documents.
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1.5
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For the purpose of giving this Opinion, we have caused to be made legal searches against the Company on 10 September 2012 on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the memorandum and articles of association of the Company and notice of the appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator.
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1.6
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This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof.
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2.
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Opinion
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Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:
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2.1
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The Company is a public company limited by shares, is duly incorporated and validly existing under the laws of Ireland and had the requisite corporate authority to issue the Shares.
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2.2
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The Shares have been validly issued, fully paid up and are non-assessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of such Shares).
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3.
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Assumptions
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For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:
Registration Statement, Prospectus, Prospectus Supplement and the Shares
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3.1
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that the Shares offered for sale under the Registration Statement and Prospectus, as supplemented by the Prospectus Supplement, will be in consideration of the receipt by the shareholder of cash at least equal to the nominal value of such Shares and any premium required to be paid upon the Shares pursuant to their terms of issue;
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3.2
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that the filing of the Registration Statement, the Prospectus and the Prospectus Supplement with the SEC have been authorized by all necessary actions under all applicable laws other than Irish law;
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3.3
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that, at the time of issue of the Shares, the authority of the Company and the directors of the Company to issue the Shares, as provided for in the Articles of Association of the Company and the Companies Act 1963 – 2005, Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, the Companies (Amendment) Act 2009, the Companies (Miscellaneous Provisions) Act 2009 and the Companies (Amendment) Act 2012, all enactments which are to be read as one with, or construed or read together with or as one with, the Companies Acts and every statutory modification and re-enactment thereof for the time being in force (the “Companies Acts”), was in full force and effect;
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3.4
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that any Shares issued upon the conversion, exchange and exercise of any securities issued under the Registration Statement were conducted in accordance with the terms
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and the procedures described in the Articles of Association, the Companies Acts and the terms of issue of such securities;
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3.5
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that, at the time of issue of the Shares, the Company had sufficient authorised but unissued share capital to issue the required number of Shares;
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3.6
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that the Shares issued were in compliance with the Companies Acts, the Irish Takeover Panel Act, 1997, Takeover Rules 2007 and 2008, and all other applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations;
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Authenticity and bona fides
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3.7
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the completeness and authenticity of all documents submitted to us as originals or copies of originals and (in the case of copies) in conformity to the originals of copy documents and the genuineness of all signatories, stamps and seals thereon;
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3.8
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where incomplete Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Documents correspond in all respects with the last draft of the complete Documents submitted to us;
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3.9
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that the Documents will be executed in a form and content having no material difference to the drafts provided to us, will be delivered by the parties thereto, and that the terms thereof will be observed and performed by the parties thereto;
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3.10
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that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;
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3.11
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that each of the Documents is up-to-date and current and has not been amended, varied or terminated in any respect and no resolution contained in any of the Documents has been amended, varied, revoked or superseded in any respect;
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Accuracy of searches and warranties
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3.12
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the accuracy and completeness of the information disclosed in the searches referred to in paragraph 1.5 above and that such information has not since the time of such search or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company;
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3.13
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the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents;
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Solvency and Insolvency
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3.14
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that (i) the Company is as at the date of this Opinion able to pay its debts as they fall due within the meaning of section 214 of the Companies Act 1963 of Ireland and
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section 2 of the Companies Act 1990 of Ireland; (ii) no receiver, liquidator or examiner or other similar officer has been appointed in relation to the Company or any “related company” (within the meaning of the Companies Act 1990, “Related Company”) or any of its or their assets or undertakings; (iii) no petition for the making or a winding-up order or the appointment of an examiner or any similar officer has been presented in relation to the Company or any Related Company; and (iv) no insolvency proceedings have been opened or been requested to be opened in relation to the Company or any Related Company in Ireland or elsewhere;
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3.15
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that no proceedings have been instituted or injunction granted against the Company to restrain it from issuing the Shares and the issue of any Shares would not be contrary to any state, governmental, court, state or quasi-governmental agency, licensing authority, local or municipal governmental body or regulatory authority’s order, direction, guideline, recommendation, decision, licence or requirement;
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Commercial Benefit
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3.16
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that the Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate benefit.
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4.
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Disclosure
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This Opinion is addressed to you in connection with the registration of the Shares with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement to be filed with the SEC. In giving this consent, we do not thereby admit that we are in a category of person whose consent is required under Section 7 of the Securities Act of 1933.
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5.
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No Refresher
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This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time or to notify you of any change of law, fact or circumstances referred to or relied upon in the giving of this Opinion.
Yours faithfully,
| /s/ Authur Cox | ||
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ARTHUR COX
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SCHEDULE
Documents
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1.
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A copy of the form of the Registration Statement on Form S-3, including the Prospectus, filed by the Company with the SEC on 13 November 2009.
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2.
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A copy of the Prospectus Supplement filed by the Company with the SEC on 7 September 2012.
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3.
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A copy of the shareholders resolution of the Company adopting the Memorandum and Articles of Association of the Company dated 11 August 2009.
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4.
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Copies of the resolutions of the board of directors of the Company dated 5 November 2009.
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5.
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A copy of the Memorandum and Articles of Association of the Company in the form adopted by resolution of the shareholders of the Company on 11 August 2009.
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6.
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A copy of the Certificate of Incorporation of the Company dated and executed 2 June 2009.
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