Attached files
file | filename |
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EX-99.1 - EX-99.1 - Allergan plc | d370581dex991.htm |
EX-5.3 - EX-5.3 - Allergan plc | d370581dex53.htm |
EX-5.2 - EX-5.2 - Allergan plc | d370581dex52.htm |
EX-5.1 - EX-5.1 - Allergan plc | d370581dex51.htm |
EX-4.1 - EX-4.1 - Allergan plc | d370581dex41.htm |
8-K - FORM 8-K - Allergan plc | d370581d8k.htm |
Allergan Finance, LLC
May 26, 2017
Page 2
In rendering the opinions set forth below, we have reviewed (a) the Registration Statement, (b) the Indenture, including the Guarantees set forth therein, (c) the Prospectus, (d) the constituent documents of the Company as amended to date, (e) certain records of the corporate proceedings of the Company, (f) certificates of public officials, and (g) such records, documents, statutes and decisions as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof and the truthfulness of all statements of fact set forth in the documents and records examined by us. We have also reviewed such other instruments and documents and investigated such questions of law as we have deemed necessary or appropriate to enable us to render the opinions hereinafter set forth.
Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:
1. The Company has been duly formed and is a validly existing limited liability company in good standing under the laws of the State.
2. The Company has all requisite limited liability company power and authority to execute and deliver the Third Supplemental Indenture and to perform its obligations thereunder. The Guarantees have been duly authorized by the Company by all requisite limited liability company action.
3. The execution and delivery of the Third Supplemental Indenture by the Company does not violate (i) any applicable statute, rule or regulation of the State or (ii) its articles of organization and operating agreement, each as currently in effect; provided however, we express no opinion regarding compliance with applicable securities laws, rules or regulations of the State.
4. Except as may be required by applicable securities laws, rules or regulations of the State, as to which we express no opinion, no consent, waiver, approval, authorization or order of any governmental authority of the State is required pursuant to the statutes and regulations of the State in connection with the Companys execution and delivery of the Third Supplemental Indenture, when, as and if duly authorized.
GREENBERG TRAURIG, LLP
Allergan Finance, LLC
May 26, 2017
Page 3
While certain members of the firm are admitted to practice in other jurisdictions, for purposes of this letter, we have not examined any laws other than the laws of the State, and we express no opinion as to the laws of any jurisdiction other than the laws of the State. This letter is given only with respect to the laws of the State, as they currently exist, and we undertake no obligation or responsibility to update or supplement this letter in response to subsequent changes in the law or future events affecting the transactions contemplated in the Indenture, Prospectus or Registration Statement.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matter. This opinion is for your benefit in connection with the Prospectus Supplement and the Third Supplemental Indenture and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as Exhibit 5.4 to Parents and Warner Chilcott Limiteds Current Report on Form 8-K dated May 26, 2017. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
/s/ Greenberg Traurig, LLP |
GREENBERG TRAURIG, LLP |
GREENBERG TRAURIG, LLP