Exhibit 5.5

 

Partner	Simon Lynch
Contact	Hamish Nicholson
	T +61 3 8656 3402
	HNicholson@gtlaw.com.au
Our ref	1042614

 

23 June 2020

 

By email

 

Amcor plc
83 Tower Road North
Warmley
Bristol BS30 8XP
United Kingdom

 

Amcor Finance (USA), Inc.

2801 SW 149th Avenue, Suite 350

Miramar, Florida 33027

United States

 

Amcor UK Finance plc

83 Tower Road North
Warmley
Bristol BS30 8XP
United Kingdom

 

Amcor Pty Ltd
Level 11, 60 City Road
Southbank
Victoria 3006
Australia

 

Bemis Company, Inc.
2301 Industrial Drive

Neenah, Wisconsin 54956

United States

 

Dear Sir or Madame,

 

Amcor UK Finance plc - Guaranteed Senior Notes (€ Tranche)

 

We have acted as Australian legal adviser to Amcor plc, a public limited company incorporated in Jersey, Channel Islands (Amcor), Amcor Finance (USA), Inc., a corporation organised under the laws of the State of Delaware (AFUI), Amcor UK Finance plc (Amcor UK), Amcor Pty Ltd (ABN 62 000 017 372) (formerly known as Amcor Limited (ABN 62 000 017 372)), a corporation organised under the laws of Australia (Amcor Australia) and Bemis Company, Inc. a corporation organised under the laws of the State of Missouri (Bemis), in connection with certain matters of Australian law arising in connection with the issuance by Amcor UK of €500,000,000 principal amount of its 1.125% guaranteed senior notes (the Securities) and associated filing of a Current Report on Form 8-K (the Current Report), by Amcor UK with the U.S. Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to the Securities. Each Guarantor will provide a guarantee in support of the Securities (each a Guarantee).

 

The Securities will be issued, and each Guarantee provided, under an indenture dated 23 June 2020 by and between, among others, Amcor UK, the Guarantors and the Trustee (the Indenture).

 

 

Amcor UK has provided us with a draft of the Current Report (in the form in which it will be filed) and the Indenture.

 

1

Definitions

 

In this opinion:

 

(a)

Acting Person means each of Simon Lynch and Hamish Nicholson;

 

(b)

Amcor means Amcor plc, a public limited company incorporated in Jersey, Channel Islands with limited liability;

 

(c)

Amcor UK means Amcor UK Finance plc, a public limited company incorporated in England and Wales with limited liability;

 

(d)

ASIC means the Australian Securities and Investments Commission;

 

(e)

Corporations Act means the Corporations Act 2001 (Cth);

 

(f)

Guarantors means, collectively:

 

(i)

Amcor Australia;

 

(ii)

Bemis;

 

(iii)

Amcor; and

 

(iv)

AFUI;

 

(g)

Power of Attorney means the power of attorney of Amcor Australia dated 4 June 2020;

 

(h)

Relevant Jurisdiction means each of the Commonwealth of Australia and the State of New South Wales;

 

(i)

Resolutions means the resolutions adopted by the directors of Amcor Australia dated 4 June 2020 relating to the issuance of the Securities and provision of the Guarantee by Amcor Australia; and

 

(j)

Trustee means Deutsche Bank Trust Company Americas.

 

2

Documents

 

We have examined and relied on:

 

(a)

a copy of the Current Report;

 

(b)

a copy of the executed Indenture;

 

(c)

a copy of the Power of Attorney;

 

(d)

a copy of the Resolutions; and

 

(e)

the searches referred to in paragraph 4 (Searches).

 

We have also examined such other documents as we think necessary or appropriate for our opinion.

 

 

3

Searches

 

We have relied on an extract of the public records of Amcor Australia produced by ASIC on 23 June 2020.

 

We have assumed that the extract is correct, complete and up-to-date, and the same as information provided by Amcor Australia to ASIC. We have not examined any documents that Amcor Australia may have filed with ASIC nor conducted any other searches or investigations for the purposes of this opinion.

 

Our searches of the public records at ASIC did not reveal the appointment of any liquidator, administrator, receiver, receiver and manager or like officer to Amcor Australia or any of its assets, nor did those searches disclose that Amcor Australia has been wound up.

 

4

Opinion

 

Based on the assumptions and subject to the qualifications set out below, we are of the following opinion.

 

(a)

Due incorporation: Amcor Australia is duly and validly incorporated and existing under the laws of the Commonwealth of Australia and is capable of suing and being sued in its corporate name in competent courts of each Relevant Jurisdiction.

 

(b)

Corporate power: Amcor Australia has the corporate power to enter into and create its obligations under the Indenture and its Guarantee.

 

(c)

Corporate authorisation: The entry into and creation of the obligations under the Indenture and the Guarantee by Amcor Australia has been duly authorised by all necessary corporate action on the part of Amcor Australia.

 

5

Assumptions

 

For the purposes of giving this opinion, we have assumed the following and we have not made, nor are we obliged to make, any independent investigation of, or enquiries in respect of, those matters except as expressly stated in this opinion.

 

(a)

Execution of instruments: The execution by Amcor Australia of the Indenture will not:

 

(i)

contravene Amcor Australia’s constitution or any law, rule or regulation applicable to Amcor Australia;

 

(ii)

result in a default under or breach of any agreement or instrument binding upon Amcor Australia or any order, judgment or decree of any court or governmental authority applicable to Amcor Australia; or

 

(iii)

require any further authorisation, approval or other action by, or notice to or filing with, any court or governmental authority.

 

(b)

Issuance of Securities: The Securities will be issued and sold as contemplated in the Current Report.

 

(c)

Governing law: The Securities, and any supplemental indenture or officer’s certificate establishing their form and terms will be governed and construed in accordance with the laws of the State of New York.

 

6

Qualifications

 

Our opinion is subject to the following qualifications.

 

 

(a)

Relevant law: We express no opinion as to any law other than the law of each Relevant Jurisdiction as in force and as interpreted by courts of the Relevant Jurisdiction at 9.00am (Sydney time) on the date of this opinion. We are under, and assume, no obligation to inform any person of, or of the effect of, any future changes to those or any other law.

 

(b)

Section 129 Corporations Act: We have relied on the following assumptions specified in section 129 of the Corporations Act and note that any person in relation to the Securities or the Current Report may also do so unless we or that person (as the case may be) knew or suspected that the matter that you would otherwise be entitled to assume to be correct is not correct:

 

(i)

Amcor Australia’s constitution has been complied with;

 

(ii)

anyone who appears from the searches referred to in paragraph 3 to be a director or company secretary of Amcor Australia has been duly appointed and has authority to exercise the powers and perform the duties customarily exercised or performed by that kind of officer or agent of a similar company;

 

(iii)

anyone who is held out by Amcor Australia to be an officer or agent of Amcor Australia has been duly appointed and has authority to exercise the powers and perform the duties customarily exercised or performed by that kind of officer or agent of a similar company;

 

(iv)

the officers and agents of Amcor Australia properly perform their duties to Amcor Australia;

 

(v)

any document that has been executed by Amcor Australia in accordance with section 127(1) of the Corporations Act has been duly executed by Amcor Australia; and

 

(vi)

an officer or agent of Amcor Australia who has authority to issue a document or a certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.

 

Nothing in the searches referred to in paragraph 3, in Amcor Australia’s constitution or in the extracts of Amcor Australia’s resolutions contradicts the assumptions.

 

This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

Only the Acting Persons have any knowledge in relation to the things dealt with in this opinion and we confirm that such persons have no reason to believe or suspect that the assumptions or qualifications contained in this opinion are incorrect. We are not liable if any partner or solicitor of this firm other than the Acting Persons has any knowledge (other than knowledge of the law of a Relevant Jurisdiction) which would render our assumptions or qualifications incorrect. We have not made any investigation as to whether any partner or solicitor of this firm other than the Acting Persons has any such knowledge.

 

No assumption or qualification in this opinion limits any other assumption or qualification in it.

 

This opinion is given on the basis that it will be construed in accordance with the law of New South Wales. Anyone relying on this opinion agrees that this opinion and all matters (including any liability) arising in any way from it are to be governed by the law of New South Wales and will be subject to the exclusive jurisdiction of the courts of New South Wales.

 

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

 

7

Consent

 

This opinion is being furnished to you for submission to the Commission as an exhibit to the Current Report. We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by section 7 of the Securities Act of 1933, as amended.

 

Yours faithfully

Gilbert + Tobin

 

/s/ Simon Lynch

 

Simon Lynch
Partner
T +61 2 9263 4554
slynch@gtlaw.com.au