Exhibit 5.4

 

 

 

Amcor plc  Herbert Smith Freehills Kramer LLP
83 Tower Road North  Exchange House
Warmley  Primrose Street
Bristol BS30 8XP  London EC2A 2EG
United Kingdom  T +44 (0)20 7374 8000
  F +44 (0)20 7374 0888
Amcor Finance (USA), Inc.  DX28 London Chancery Lane
2801 SW 149th Avenue, Suite 350   
Miramar, Florida 33027  www.hsfkramer.com
United States   
  Our ref
Amcor UK Finance plc  31075345
83 Tower Road North  Your ref
Warmley   
Bristol BS30 8XP  Date
United Kingdom  15 July 2025

 

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

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

Amcor Flexibles North America, Inc.
2301 Industrial Drive
Neenah, Wisconsin 54956
United States

Berry Global Group, Inc.
101 Oakley Street, Evansville
Indiana 47710
United States

Berry Global, Inc.
101 Oakley Street, Evansville
Indiana 47710
United States

 

Dear Sir or Madam,

 

Amcor UK Finance plc ("Amcor UK"), Amcor Group Finance plc ("AGF") and Amcor International UK plc ("Amcor International UK") - Registration Statement on Form S-3 Issues of Debt Securities and Guarantees by Amcor UK, AGF and Amcor International UK

 

Herbert Smith Freehills Kramer LLP and its subsidiaries and Herbert Smith Freehills, an Australian Partnership, are separate member firms of the international legal practice known as Herbert Smith Freehills Framer.

 

Herbert Smith Freehills Kramer LLP is a limited liability partnership registered in England and Wales with registered number OC310989. It is authorised and regulated by the Solicitors' Regulation Authority of England and Wales. A list of the members and their professional qualifications is open to inspection at the registered office, Exchange House, Primrose Street, London EC2A 2EG. We use the word partner of Herbert Smith Freehills Kramer LLP to refer to a member of Herbert Smith Freehills Kramer LLP, or an employee or consultant with equivalent standing and qualifications. 

 

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1.INTRODUCTION

 

1.1We have acted as legal advisers to Amcor UK, AGF and Amcor International UK as to matters of English law in connection with the filing of a shelf registration statement on Form S-3 (the "Registration Statement"), which is to be filed by Amcor UK, AGF, Amcor International UK, Amcor plc, Amcor Finance (USA), Inc., Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. under the United States Securities Act of 1933, as amended (the "Securities Act"), with the United States Securities and Exchange Commission (the "SEC"), relating to the registration of, among other securities that may be issued by Amcor plc:

 

1.1.1unsecured debt securities to be issued by Amcor plc, which may be unsecured senior debt securities (the "Amcor plc Senior Debt Securities") and/or unsecured subordinated debt securities (the "Amcor plc Subordinated Debt Securities" and, together with the Amcor plc Senior Debt Securities, the "Amcor plc Debt Securities");

 

1.1.2unsecured debt securities to be issued by Amcor Finance (USA), Inc., which may be unsecured senior debt securities (the "Amcor Finance (USA), Inc. Senior Debt Securities") and/or unsecured subordinated debt securities (the "Amcor Finance (USA), Inc. Subordinated Debt Securities" and, together with the Amcor Finance (USA), Inc. Senior Debt Securities, the "Amcor Finance (USA), Inc. Debt Securities");

 

1.1.3unsecured debt securities to be issued by Amcor UK, which may be unsecured senior debt securities (the "Amcor UK Finance plc Senior Debt Securities") and/or unsecured subordinated debt securities (the "Amcor UK Finance plc Subordinated Debt Securities" and, together with the Amcor UK Finance plc Senior Debt Securities, the "Amcor UK Finance plc Debt Securities");

 

1.1.4unsecured debt securities to be issued by AGF, which may be unsecured senior debt securities (the "Amcor Group Finance plc Senior Debt Securities") and/or unsecured subordinated debt securities (the "Amcor Group Finance plc Subordinated Debt Securities" and, together with the Amcor Group Finance plc Senior Debt Securities, the " Amcor Group Finance plc Debt Securities");

 

1.1.5unsecured debt securities to be issued by Amcor International UK, which may be unsecured senior debt securities (the "Amcor International UK Senior Debt Securities") and/or unsecured subordinated debt securities (the "Amcor International UK Subordinated Debt Securities" and, together with the Amcor International UK Senior Debt Securities, the "Amcor International UK Debt Securities");

 

1.1.6unsecured debt securities to be issued by Berry Global, Inc., which may be unsecured senior debt securities (the "Berry Global Senior Debt Securities") and/or unsecured subordinated debt securities (the "Berry Global Subordinated Debt Securities" and, together with the Berry Global Senior Debt Securities, the "Berry Global Debt Securities");

 

1.1.7unsecured debt securities to be issued by Amcor Flexibles North America, Inc., which may be unsecured senior debt securities (the "Amcor Flexibles North America, Inc. Senior Debt Securities") and/or unsecured subordinated debt securities (the "Amcor Flexibles North America, Inc. Subordinated Debt Securities" and, together with the Amcor Flexibles North America, Inc. Senior Debt Securities, the "Amcor Flexibles North America, Inc. Debt Securities" and, together with the Amcor plc Debt Securities, the Amcor Finance (USA), Inc. Debt Securities, the Amcor UK Finance plc Debt Securities, the Amcor Group Finance plc Debt Securities, the Amcor International UK Debt Securities, the Berry Global Group Debt Securities and the Berry Global Debt Securities, the "Debt Securities");

 

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1.1.8guarantees of the Amcor plc Senior Debt Securities to be given by Amcor Finance (USA), Inc., Amcor UK, AGF, Amcor International UK, Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor plc Senior Debt Securities Guarantees") and guarantees of the Amcor plc Subordinated Debt Securities to be given by Amcor Finance (USA), Inc., Amcor UK, AGF, Amcor International UK, Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor plc Subordinated Debt Securities Guarantees" and, together with the Amcor plc Senior Debt Securities Guarantees, the "Amcor plc Debt Securities Guarantees");

 

1.1.9guarantees of the Amcor Finance (USA), Inc. Senior Debt Securities to be given by Amcor plc, Amcor UK, AGF, Amcor International UK, Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor Finance (USA), Inc. Senior Debt Securities Guarantees") and guarantees of the Amcor Finance (USA), Inc. Subordinated Debt Securities to be given by Amcor plc, Amcor UK, AGF, Amcor International UK, Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor Finance (USA), Inc. Subordinated Debt Securities Guarantees" and, together with the Amcor Finance (USA), Inc. Senior Debt Securities Guarantees, the "Amcor Finance (USA), Inc. Debt Securities Guarantees");

 

1.1.10guarantees of the Amcor UK Finance plc Senior Debt Securities to be given by Amcor plc, Amcor Finance (USA), Inc., AGF, Amcor International UK, Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor UK Finance plc Senior Debt Securities Guarantees") and guarantees of the Amcor UK Finance plc Subordinated Debt Securities to be given by Amcor plc, Amcor Finance (USA), Inc., AGF, Amcor International UK, Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor UK Finance plc Subordinated Debt Securities Guarantees" and, together with the Amcor UK Finance plc Senior Debt Securities Guarantees, the "Amcor UK Finance plc Debt Securities Guarantees");

 

1.1.11guarantees of the Amcor Group Finance plc Senior Debt Securities to be given by Amcor plc, Amcor Finance (USA), Inc., Amcor UK, Amcor International UK, Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor Group Finance plc Senior Debt Securities Guarantees") and guarantees of the Amcor Group Finance plc Subordinated Debt Securities to be given by Amcor plc, Amcor Finance (USA), Inc., Amcor UK, Amcor International UK, Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor Group Finance plc Subordinated Debt Securities Guarantees" and, together with the Amcor Group Finance plc Senior Debt Securities Guarantees, the "Amcor Group Finance plc Debt Securities Guarantees");

 

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1.1.12guarantees of the Amcor International UK Senior Debt Securities to be given by Amcor plc, Amcor Finance (USA), Inc., Amcor UK, AGF, Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor International UK Senior Debt Securities Guarantees") and guarantees of the Amcor International UK Subordinated Debt Securities to be given by Amcor plc, Amcor Finance (USA), Inc., Amcor UK, AGF, Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor International UK Subordinated Debt Securities Guarantees" and, together with the Amcor International UK Senior Debt Securities Guarantees, the "Amcor International Debt Securities Guarantees");

 

1.1.13guarantees of the Amcor Flexibles North America, Inc. Senior Debt Securities to be given by Amcor plc, Amcor Finance (USA), Inc., Amcor UK, AGF, Amcor International UK, Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor Flexibles North America, Inc. Senior Debt Securities Guarantees") and guarantees of the Amcor Flexibles North America, Inc. Subordinated Debt Securities to be given by Amcor plc, Amcor Finance (USA), Inc., Amcor UK, AGF, Amcor International UK, Berry Global Group, Inc. and Berry Global, Inc. (the "Amcor Flexibles North America, Inc. Subordinated Debt Securities Guarantees" and, together with the Amcor Flexibles North America, Inc. Senior Debt Securities Guarantees, the "Amcor Flexibles North America, Inc. Debt Securities Guarantees"); and

 

1.1.14guarantees of the Berry Global Senior Debt Securities to be given by Amcor plc, Amcor Finance (USA), Inc., Amcor UK, AGF, Amcor International UK, Amcor Flexibles North America, Inc. and Berry Global Group, Inc. (the "Berry Global Senior Debt Securities Guarantees") and guarantees of the Berry Global Subordinated Debt Securities to be given by Amcor plc, Amcor Finance (USA), Inc., Amcor UK, AGF, Amcor International UK, Amcor Flexibles North America, Inc. and Berry Global Group, Inc. (the "Berry Global Subordinated Debt Securities Guarantees" and, together with the Berry Global Senior Debt Securities Guarantees, the "Berry Global Debt Securities Guarantees" and, together with the Amcor plc Debt Securities Guarantees, the Amcor Finance (USA), Inc. Debt Securities Guarantees, the Amcor UK Finance plc Debt Securities Guarantees, the Amcor Group Finance plc Debt Securities Guarantees, the Amcor International UK Debt Securities Guarantees and the Amcor Flexibles North America, Inc. Debt Securities Guarantees, the "Guarantees").

 

1.2The Amcor plc Senior Debt Securities will be issued under the Amcor plc senior indenture (as defined in the Registration Statement), and the Amcor plc Subordinated Debt Securities will be issued under the Amcor plc subordinated indenture (as defined in the Registration Statement). The Amcor Finance (USA), Inc. Senior Debt Securities will be issued under the AFUI senior indenture (as defined in the Registration Statement), and the Amcor Finance (USA), Inc. Subordinated Debt Securities will be issued under the AFUI subordinated indenture (as defined in the Registration Statement). The Amcor UK Finance plc Senior Debt Securities will be issued under the Amcor UK senior indenture (as defined in the Registration Statement), and the Amcor UK Finance plc Subordinated Debt Securities will be issued under the Amcor UK subordinated indenture (as defined in the Registration Statement). The Amcor Group Finance plc Senior Debt Securities will be issued under the AGF senior indenture (as defined in the Registration Statement), and the Amcor Group Finance plc Subordinated Debt Securities will be issued under the AGF subordinated indenture (as defined in the Registration Statement). The Amcor International UK Senior Debt Securities will be issued under the Amcor International UK senior indenture (as defined in the Registration Statement), and the Amcor International UK Subordinated Debt Securities will be issued under the Amcor International UK subordinated indenture (as defined in the Registration Statement). The Amcor Flexibles North America, Inc. Senior Debt Securities will be issued under the Amcor Flexibles North America senior indenture (as defined in the Registration Statement), and the Amcor Flexibles North America, Inc. Subordinated Debt Securities will be issued under the Amcor Flexibles North America subordinated indenture (as defined in the Registration Statement). The Berry Global Senior Debt Securities will be issued under the Berry Global senior indenture (as defined in the Registration Statement), and the Berry Global Subordinated Debt Securities will be issued under the Berry Global subordinated indenture (as defined in the Registration Statement). The Amcor plc senior indenture, the Amcor plc subordinated indenture, the AFUI senior indenture, the AFUI subordinated indenture, the Amcor UK senior indenture, the Amcor UK subordinated indenture, the AGF senior indenture, the AGF subordinated indenture, the Amcor International UK senior indenture, the Amcor International UK subordinated indenture, the Amcor Flexibles North America senior indenture, the Amcor Flexibles North America subordinated indenture, the Berry Global senior indenture, the Berry Global subordinated indenture are collectively referred to as the "Indentures" and each, an "Indenture".

 

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1.3Amcor UK, AGF and Amcor International UK have provided us with a draft of the Registration Statement in the form in which it will be filed, which includes a form of prospectus (the "Prospectus") and the forms of the Indentures. The Prospectus provides that it will be supplemented in the future by one or more supplements to the Prospectus (each, a "Prospectus Supplement").

 

1.4In connection with the filing of the Registration Statement, we have been asked by Amcor UK, AGF and Amcor International UK to give this opinion in respect of certain matters of English law relating to Amcor UK, AGF and Amcor International UK, the issue by Amcor UK of the Amcor UK Finance plc Debt Securities, the issue by AGF of the Amcor Group Finance plc Debt Securities, the issue by Amcor International UK of the Amcor International UK Debt Securities and the entering into by Amcor UK, AGF and Amcor International UK of the Guarantees. We have taken instructions solely from Amcor UK, AGF and Amcor International UK.

 

1.5For the purpose of giving this opinion, we have examined the following documents:

 

1.5.1an electronic copy of the Registration Statement (including the prospectus) to be filed by each of Amcor UK, AGF, Amcor International UK, Amcor plc, Amcor Finance (USA), Inc., Amcor Flexibles North America, Inc., Berry Global Group, Inc. and Berry Global, Inc.;

 

1.5.2the forms of the Indentures to be filed as part of the Registration Statement, pursuant to which, following execution, Debt Securities may be issued (together with the Registration Statement, the "Documents");

 

1.5.3copies of the Certificate of Incorporation and the Memorandum and Articles of Association of Amcor UK certified as at 15 July 2025 as being a true, complete and up to date copy by an Officer of Amcor UK;

 

1.5.4copies of the Certificate of Incorporation and the Memorandum and Articles of Association of AGF certified as at 15 July 2025 as being a true, complete and up to date copy by an Officer of AGF;

 

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1.5.5copies of the Certificate of Incorporation and the Memorandum and Articles of Association of Amcor International UK certified as at 15 July 2025 as being a true, complete and up to date copy by an Officer of Amcor International UK;

 

1.5.6a copy of the written resolution of the board of directors of Amcor UK dated 29 April 2025, approving, amongst other things, the filing of the Registration Statement, certified as at 15 July 2025 as being a true, complete and up to date copy by an Officer of Amcor UK;

 

1.5.7a copy of the written resolution of the board of directors of AGF dated 29 April 2025, approving, amongst other things, the filing of the Registration Statement, certified as at 15 July 2025 as being a true, complete and up to date copy by an Officer of AGF; and

 

1.5.8a copy of the written resolution of the board of directors of Amcor International UK dated 14 July 2025, approving, amongst other things, the filing of the Registration Statement, certified as at 15 July 2025 as being a true, complete and up to date copy by an Officer of Amcor International UK.

 

1.6On 15 July 2025, at 10:06 am we carried out a search of the Companies House service operated by the Registrar of Companies in England and Wales in respect of Amcor UK, AGF and Amcor International UK.

 

1.7On 15 July 2025, a search of the Insolvency and Companies List, at the Royal Courts of Justice, was carried out (by us or by CRO Info (a brand name of Company Registrations Online Limited) on our behalf) in relation to Amcor UK, AGF and Amcor International UK.

 

1.8Except as stated above, we have not for the purpose of this opinion examined any agreements, documents or corporate records entered into by or affecting any party or made any other enquiries concerning any party.

 

2.SCOPE OF THIS OPINION

 

2.1We are solicitors qualified in England and Wales. We express no opinion as to any law other than English law as applied by English courts and reported and in effect on the date of this opinion.

 

2.2No opinion is expressed as to matters of fact.

 

2.3In this matter, we have taken instructions from Amcor UK in its capacity as a potential issuer of Amcor UK Finance plc Debt Securities or as a potential guarantor of certain Debt Securities, AGF in its capacity as a potential issuer of Amcor Group Finance plc Debt Securities or as a potential guarantor of certain Debt Securities and Amcor International UK in its capacity as a potential issuer of Amcor International UK Debt Securities or as a potential guarantor of certain Debt Securities. We have not received instructions from nor advised the trustee, any potential holders of Debt Securities, or any other person (except Amcor UK, AGF and Amcor International UK) in connection with the Documents or any related document.

 

2.4This opinion and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law. This opinion is given on the condition that the courts of England have exclusive jurisdiction to settle any dispute or claim arising out of or in connection herewith (including any non-contractual disputes or claims).

 

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2.5This opinion is not designed to and is not likely to reveal fraud, misrepresentation, bribery or corruption by any person.

 

3.ASSUMPTIONS

 

This opinion is based upon the assumption (which may or may not be the case) that:

 

3.1Authenticity: all documents (including scanned, electronic and copy documents) examined by us are authentic, complete and accurate and all signatures and seals (if any) thereon are genuine;

 

3.2Documents up-to-date etc: all documents (including the constitutional documents referred to in paragraphs 1.5.3, 1.5.4 and 1.5.5) which we have reviewed are and remain up-to-date, and have not been terminated or rescinded;

 

3.3Due incorporation: each party to the Documents (other than Amcor UK, AGF and Amcor International UK) is duly incorporated under its respective laws of incorporation;

 

3.4Due execution: the Registration Statement has been duly executed by the persons authorised by the resolutions passed at the board meeting referred to in paragraphs 1.5.6, 1.5.7 and 1.5.8;

 

3.5Extracts: in the case of any document from which extracts only have been supplied to us, the extracts do not reveal a misleading view of the document as a whole;

 

3.6Resolutions: the resolutions of the board of directors of (i) Amcor UK referred to in paragraph 1.5.6, (ii) AGF referred to in paragraph 1.5.7 and (iii) Amcor International UK referred to in paragraph 1.5.8 were validly passed and remain in full force and effect;

 

3.7Directors: the directors of each of Amcor UK, AGF and Amcor International UK have acted in good faith and have complied with their duties under all applicable laws in relation to the approval and entry into of the Documents;

 

3.8Solvency: each of Amcor UK, AGF and Amcor International UK shall be solvent at the time of the execution and delivery of the relevant Indenture and will not become insolvent as a result of entering into the arrangements contained in the Documents and neither Amcor UK, AGF nor Amcor International UK have entered (and will not have entered at the time of the issue or guarantee of any Debt Securities) into any composition or arrangement with its creditors (or any class of them) in any jurisdiction which has not been revealed by the searches referred to in paragraph 1.6 or 1.7;

 

3.9Administration etc.: no step has been taken (and will not have been taken at the time of either the execution and delivery of the relevant Indenture or the issue or guarantee of any Debt Securities) to obtain a moratorium in relation to Amcor UK, AGF and Amcor International UK or to wind up Amcor UK, AGF and Amcor International UK or to place any one of them into administration and no receiver has been appointed (and will not have been appointed at the time of the issue or guarantee of any Debt Securities) over or in respect of the assets of Amcor UK, AGF and Amcor International UK, nor has any analogous procedure or step been taken (and will not have been taken at the time of the issue or guarantee of any Debt Securities) in any jurisdiction which (in either case) has not been revealed by the searches referred to in paragraph 1.6 or 1.7;

 

3.10Overseas insolvency: no foreign main insolvency proceeding has been recognised in Great Britain under the Cross-Border Insolvency Regulations 2006 (and it is not possible to conduct a central search in Great Britain in relation to any such proceedings) which would entitle actions in respect of any assets of Amcor UK, AGF and Amcor International UK the subject of those foreign proceedings to be taken in Great Britain;

 

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3.11Debt Securities issued in accordance with the Documents: the Debt Securities will have been duly prepared and completed in accordance with the provisions and arrangements contained or described in the Documents;

 

3.12Capacity and authority relating to the Documents: each party to each of the Documents (other than Amcor UK, AGF and Amcor International UK) has the power and legal capacity to enter into, execute and deliver, perform and exercise its rights under such documents to which it is a party and each such document has been duly authorised, executed and, where applicable, delivered by all of the parties thereto (other than Amcor UK, AGF and Amcor International UK) in accordance with all applicable laws;

 

3.13No breach: neither Amcor UK, AGF nor Amcor International UK will, by reason of the transactions contemplated by the Documents, be in breach of any of their obligations under any agreement, licence, authorisation, consent or similar document;

 

3.14Misconduct etc.: no party to any of the Documents (and no individual employed by or acting on behalf of any such party) is, or will be, engaging in criminal, misleading, deceptive or unconscionable conduct or seeking to conduct any relevant transaction or any associated activity in a manner or for a purpose not evident on the face of the Documents which might render the relevant Indenture or any transaction contemplated thereby or any associated activity (including, without limitation, the issue or guarantee of the Debt Securities) illegal, void or unenforceable;

 

3.15Entry into Agreements: each party has entered into each of the Documents in pursuance of a commercial activity and the terms of each of the Documents have been freely negotiated by the parties thereto; and

 

3.16No change to the Documents: there will be no other arrangements or relationships between any party to the Documents which modify, supersede or conflict with any of the terms of the Documents.

 

4.OPINIONS

 

4.1Based on the documents referred to in paragraph 1.5 and subject to the assumptions contained in paragraph 3 and to the qualifications contained in paragraph 5 and to any matters not disclosed to us, it is our opinion that:

 

4.1.1Status: each of Amcor UK, AGF and Amcor International UK is a company duly incorporated with limited liability under English law and is capable of suing and being sued in its respective corporate name;

 

4.1.2Capacity: each of Amcor UK, AGF and Amcor International UK has the power and legal capacity to enter into and perform its obligations under the Indentures and the execution and performance of its obligations under such Indentures will not contravene its respective constitutional documents referred to in paragraphs 1.5.3, 1.5.4 and 1.5.5 (as applicable); and

 

4.1.3Authority and execution: each of Amcor UK, AGF and Amcor International UK has taken all necessary corporate actions to authorise the filing of the Registration Statement.

 

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5.QUALIFICATIONS

 

5.1This opinion is subject to the qualifications contained in this paragraph 5.

 

5.2Information in the Registration Statement: We have not investigated or verified the truth or accuracy of the information contained in the Registration Statement. We express no opinion as to whether the Registration Statement contains all the information required by U.S. Securities laws or the Securities and Exchange Commission.

 

5.3Records: The records of the Registrar of Companies and the Insolvency and Companies List may not be complete, accurate or up to date. In particular, the Insolvency and Companies List may not contain details of moratoria applications filed, administration applications filed, or appointments recorded in or orders made by, district registries and county courts outside London.

 

5.4Insolvency etc.: This opinion is subject to (i) all applicable limitations arising from bankruptcy, insolvency, liquidation, administration, reorganisation, moratorium, reconstruction or similar laws and (ii) all applicable general principles of law affecting the rights of creditors (whether secured or unsecured) generally.

 

5.5Tax: We express no opinion as to the tax treatment of the Documents, the Debt Securities, the transactions contemplated thereby or any other tax matters.

 

6.ADDRESSEES AND RESPONSIBILITY

 

6.1This opinion (which is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matters not specifically referred to herein) is addressed to you personally, is provided for your benefit and is provided solely pursuant to Item 601 of Regulation S-K of the Securities Act, as amended and cannot be relied on for any other purpose. This opinion is given on the basis that we have no obligation to notify any present addressee or future recipient of this opinion of any change in English law or its application after the date of this opinion.

 

6.2This opinion is given by Herbert Smith Freehills Kramer LLP which assumes liability for and is solely responsible for it.

 

7.consent

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement referred to above and further consent to the reference to our name under the caption "Legal Matters" in the prospectus, which is a part of the Registration Statement. 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 Securities Act, as amended.

 

Yours faithfully,

 

/s/ Herbert Smith Freehills Kramer LLP

 

Herbert Smith Freehills Kramer LLP

 

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