18-20, rue Edward Steichen

L-2540 LUXEMBOURG

Luxembourg - Kirchberg

DATE

November 15, 2018

RE

Luxembourg law legal opinion – Allergan – S-3 Registration Statement

REFERENCE

INTRODUCTION

DEFINITIONS

Capitalised terms used but not otherwise defined in this opinion letter are used as defined in the Opinion Documents.

In this opinion letter:

AMSTERDAM         ●        BRUSSELS        ●        HONG KONG        ●        LONDON        ●        LUXEMBOURG         

NEW YORK        ●        PARIS        ●        ROTTERDAM         ●        SINGAPORE        ●        TOKYO         ●        ZURICH

SCOPE OF INQUIRY

For the purpose of rendering this opinion letter, we have only examined and relied upon electronically transmitted copies of the executed version of the Opinion Documents, electronically transmitted copies of the Prospectus Supplement and of the Corporate Documents.

We have not reviewed any document incorporated by reference, or referred to, in the Offering Documents or in the Corporate Documents (unless included herein as a Corporate Document) and therefore our opinions do not extend to such documents.

NATURE OF OPINION

This opinion letter speaks as of the date hereof and we only express an opinion on matters of Luxembourg law in force on the date of this opinion letter, excluding unpublished case law. We undertake no obligation to update it or to advise of any changes in such laws or case law, their construction or application.

Except as expressly stated in this opinion letter, we do not express an opinion on public international law or on the rules of, or promulgated under, any treaty or by any treaty organisation or European law (save for rules implemented into Luxembourg law or directly applicable in Luxembourg), on tax, transfer pricing, regulatory, competition, accounting or administrative law, or as to the consequences thereof. No opinion is given as to whether the performance of the Opinion Documents (or any documents in connection therewith) would cause any debt/equity ratio possibly agreed with the Luxembourg tax authorities to be exceeded or as to the consequences thereof.

Our opinion is strictly limited to the matters stated herein. We do not express any opinion on matters of fact, on the commercial and other non-legal aspects of the transactions contemplated by the Offering Documents, and on any representations, warranties or other information included in the Offering Documents, and any other document examined in connection with this opinion letter, except as expressly stated in this opinion letter.

We express no opinion on general defences under Luxembourg law, such as duress, deceit (dol) or mistake (erreur).

We express no opinion in respect of the validity and enforceability of the Opinion Documents.

We express no opinion with respect to the Prospectus Supplement, nor as regards the accuracy, truth or completeness of the information contained therein except as expressly stated in this opinion letter.

In this opinion letter Luxembourg legal concepts are sometimes expressed in English terms and not in their original French or German terms. The concepts concerned may not be identical to the concepts described by the same English term as they exist under the laws of other jurisdictions. For the purpose of tax law, a term may have a different meaning than for the purpose of other areas of Luxembourg law.

This opinion letter may only be relied upon under the express condition that any issue of interpretation or liability arising hereunder will be governed by Luxembourg law and be brought exclusively before the Courts of the District of Luxembourg-City.

This opinion letter is issued by Loyens & Loeff Luxembourg SARL and may only be relied upon under the express condition that any liability of Loyens & Loeff Luxembourg SARL is limited to the amount paid out under its professional liability insurance policies. Only Loyens & Loeff Luxembourg SARL can be held liable in connection with this opinion letter.

OPINIONS

Corporate status

Corporate power and authority

ADDRESSEES

This opinion letter is addressed to you and may only be relied upon by you in connection with the Opinion Documents.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Allergan plc and Warner Chilcott Limited’s Current Report on Form 8-K. We also consent to the reference of our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.

Prospectus Supplement

Opinion Documents

an underwriting agreement, dated November 8, 2018, governed by the laws of the State of New York, entered into by and between, amongst others, Allergan Funding as issuer, the Guarantors (as defined therein) and Morgan Stanley & Co. International plc, Barclays Bank PLC, Goldman Sachs & Co. LLC, and J.P. Morgan Securities plc as representatives of the several Underwriters (the Underwriting Agreement);

the indenture, dated March 12, 2015, governed by the laws of the State of New York, entered into by and between, amongst others, Allergan Funding, Warner Chilcott Limited, Allergan Finance LLC, the Guarantors named therein as guarantors (including Allergan Capital) and the Trustee, as amended and as supplemented further pursuant to a supplemental indenture dated November 15, 2018, governed by the laws of the State of New York, entered into by and between, amongst others, Allergan Funding, the Guarantors and the Trustee, pursuant to which the Notes will be issued (the Supplemental Indenture).

Corporate Documents

the deed of incorporation (acte de constitution) of Allergan Capital, as drawn up by Maître Henri Hellinckx, notary residing in Luxembourg, on June 14, 2013 (the Deed of Incorporation 1);

the deed of incorporation (acte de constitution) of Allergan GP, as drawn up by Maître Henri Hellinckx, notary residing in Luxembourg, on October 23, 2012 (the Deed of Incorporation 2, and together the Deeds of Incorporation);

the original limited partnership agreement dated of Allergan Funding, dated May 28, 2014 entered into by and between Allergan GP as general partner and Allergan Capital as limited partner (the Original Limited Partnership Agreement);

an extract of the Original Limited Partnership Agreement (extrait du contrat social) of Allergan Funding dated May 28, 2014 entered into by and between Allergan GP as general partner and Allergan Capital as limited partner (the Original Limited Partnership Agreement Extract), together with the amendment to the Original Limited Partnership Agreement, dated May 2, 2018 pursuant to which the name of the company changed from “Actavis Funding SCS” to “Allergan Funding SCS” (the Limited Partnership Agreement);

the consolidated text of the articles of association of Allergan Capital as at May 3, 2017 and drawn up by Maître Henri Beck, notary residing in Echternach, Luxembourg (the Allergan Capital Articles);

the consolidated text of the articles of association of Allergan GP, dated October 17, 2017, drawn up by Maître Henri Beck, notary residing in Echternach, Luxembourg (the Allergan GP Articles, and together with Allergan Capital Articles, the Articles);

the minutes of the meeting of the board of managers of Allergan Capital, dated October 30, 2018 (the Allergan Capital Resolutions 1);

the minutes of the meeting of the board of managers of Allergan Capital, dated October 14, 2018 (the Allergan Capital Resolutions 2, and together with the Allergan Capital Resolutions 1, the Allergan Capital Resolutions);

the minutes of the meeting of the board of the managers of Allergan GP dated October 30, 2018 (the Allergan GP Resolutions 1);

the minutes of the meeting of the board of the managers of Allergan GP dated October 14, 2018 (the Allergan GP Resolutions 2, and together with the Allergan GP Resolutions 1, the Allergan GP Resolutions);

the resolutions of the general partner of Allergan Funding, dated October 30, 2018 (the Allergan Funding Resolutions 1);

the resolutions of the general partner of Allergan Funding, dated October 14, 2018 (the Allergan Funding Resolutions 2, and together with the Allergan Capital Resolutions, the Allergan GP Resolutions and the Allergan Funding Resolutions 1, the Resolutions);

excerpts pertaining to the Companies and Allergan GP delivered by the RCS, dated October 15, 2018 (the Excerpts); and

certificates of absence of a judicial decision (certificats de non-inscription d’une décision judiciaire) pertaining to the Companies and Allergan GP, delivered by the RCS on October 15, 2018 with respect to the situation of the Companies and Allergan GP (the RCS Certificates).

DOCUMENTS

All signatures, stamps and seals are genuine, all original documents are authentic and all copies are complete and conform to the originals.

The information and statements relied upon or assumed in this opinion letter are and were true, complete, accurate and up-to-date on the Relevant Date. The information contained and the statements made in the Excerpts, the RCS Certificates and the Resolutions are true and accurate at the Relevant Date.

INCORPORATION, EXISTENCE, CORPORATE POWER AND CORPORATE INTEREST

The Articles and the Limited Partnership Agreement are in full force and effect and have not been amended.

The Original Limited Partnership Agreement has been signed in, at least, two (2) originals and the Allergan Funding has at all times one unlimited partner and one limited partner who are validly committed.

Each of the Companies and Allergan GP has its central administration (administration centrale) and, for the purposes of the Insolvency Regulation, the centre of its main interests (centre des intérêts principaux) at the place of its registered office (siège statutaire) in Luxembourg and has no establishment (as defined in the Insolvency Regulation) outside Luxembourg.

The due compliance by each of the Companies and Allergan GP with, and adherence to, all laws and regulations on the domiciliation of the companies, and in particular with the provisions of the Luxembourg law dated 31 May 1999 on the domiciliation of companies, as amended.

The execution, entry into and performance by the Companies of the Opinion Documents, the issuance of the Notes, and the transactions in connection therewith (i) are in their corporate interest, (ii) with the intent of pursuing profit (but lucratif) and (iii) serving the corporate object of the Companies.

AUTHORISATIONS

The Resolutions (i) correctly and accurately reflect the discussions and the resolutions adopted by the relevant corporate body of the Companies and Allergan GP, (ii) have been validly adopted, with due observance of the Articles and (iii) remain in full force and effect and have not been amended.

The Companies and Allergan GP are not under any contractual obligation to obtain the consent, approval, co-operation, permission or otherwise of any third party or person in connection with the execution of, entry into, and performance of its obligations under, the Opinion Documents and the issuance of the Notes.

EXECUTION

The Opinion Documents have in fact been signed on behalf of the Parties by the person(s) authorised to that effect.

All individuals having signed the Corporate Documents and the Opinion Documents have legal capacity and power under all relevant laws and regulations to do so.

REGULATORY

NOTES

The Notes will only be offered to the public on the territory of Luxembourg in accordance with the requirements of the Luxembourg law of July 10, 2005 on prospectuses for securities, as amended (the Prospectus Law) (without prejudice to applicable securities laws in jurisdictions other than Luxembourg where the Notes will be offered to the public).

The Notes will not be listed on any market (including the Euro MTF Market operated by the Luxembourg Stock Exchange) other than the New York Stock Exchange.

The Notes will be issued, paid for, subscribed, registered and the Global Notes will be authenticated and delivered as per the provisions of the Opinion Documents.

MISCELLANEOUS

The due compliance with all requirements (including, without limitation, the obtaining of the necessary consents, licences, approvals, orders and authorisations, the making of the necessary filings, registrations and notifications and the payment of stamp duties and other taxes) under any laws in connection with the execution, entry into and performance of the Opinion Documents and the Notes (and any documents in connection therewith).

Each of the transactions entered into pursuant to, or in connection with, the Opinion Documents and the Notes and all payments and transfers made by, on behalf of, or in favour of, the Companies are made at arm’s length and in accordance with market practice.

Each of the Parties entered into and will perform its obligations under the Opinion Documents and the Notes in good faith, for the purpose of carrying out its business and without any intention to defraud or deprive of any legal benefit any other party (including third party creditors) or to circumvent any mandatory law or regulation of any jurisdiction.

The absence of any other arrangement or agreement between the Parties, which would modify or supersede the terms of the Opinion Documents.

There are no provisions in the laws of any jurisdiction outside Luxembourg or in the documents mentioned in the Offering Documents which would adversely affect, or otherwise have any negative impact on this opinion letter.

GENERAL—INSOLVENCY

AVAILABILITY, ACCURACY AND CONCLUSIVENESS OF INFORMATION

Corporate documents of, and court orders affecting, the Companies and Allergan GP may not be available at the RCS forthwith upon their execution and filing and there may be a delay in the filing and publication of the documents or notices related thereto. We express no opinion as to the consequences of any failure by the Companies and Allergan GP to comply with their filing, notification, reporting and publication obligations.

Documents relating to a Luxembourg company the publication of which is required by law will only be valid vis-à-vis third parties from the day of their publication with the Electronic Register of Companies and Associations, unless the company proves that the relevant third parties had prior knowledge thereof. Third parties may however rely upon such documents which have not yet been published. For the fifteen (15) days following their publication, such documents will not be enforceable vis-à-vis third parties who prove the impossibility for them to have knowledge thereof.

The Articles, the Excerpts and the RCS Certificates are not capable of revealing conclusively whether or not a winding-up or administration petition or order has been presented or made, a receiver appointed, an arrangement with creditors proposed or approved or any other Insolvency Proceedings commenced as at the date of their respective issuance.

INCORPORATION, EXISTENCE AND CORPORATE POWER

Our opinion that the Companies and Allergan GP exist is based on the Articles, the Excerpts and the RCS Certificates (which confirm, in particular, that no judicial decision in respect of bankruptcy (faillite), composition with creditors (concordat préventif de la faillite), suspension of payments (sursis de paiement), controlled management (gestion contrôlée), judicial liquidation (liquidation judiciaire) or the appointment of a temporary administrator (administrateur provisoire) pertaining to the Companies and Allergan GP have been registered with the RCS).

Luxembourg companies must deposit annual accounts within one month of their approval by the general meeting of shareholders and no later than seven months after the end of the financial year. The public prosecutor may request the judicial liquidation of the defaulting company.

POWERS OF ATTORNEY

MISCELLANEOUS

The registration of the Opinion Documents (and/or any documents in connection therewith) with the Registration and Estates Department (Administration de l’enregistrement des domaines et de la TVA) in Luxembourg is required in case the Opinion Documents (and/or any documents in connection therewith) are (i) enclosed to a deed which is compulsorily registrable within a mandatory deadline (acte obligatoirement enregistrable dans un délai de rigueur) or (ii) deposited with the official records of a notary (déposé au rang des minutes d’un notaire). Documents that take the form of Luxembourg public deeds (actes publics) as well as judgments rendered from a court within a EU Member State (other than Luxembourg) which shall give effect in Luxembourg, are subject to a mandatory registration in Luxembourg. Even if registration is not required by law, the Opinion Documents (and/or any documents in connection therewith) can also be produced for registration (présenté à l’enregistrement). In case of registration, registration duties will apply in the form of a fixed amount or an ad valorem amount depending on the nature of the document.

We do not express an opinion in relation to tax laws or regulations or the tax consequences of the transactions contemplated in connection with the Documents.