Exhibit 5.2

 

 
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 www.hsfkramer.com
Miramar, Florida 33027  
United States Our ref
  31080515
Amcor UK Finance plc Your ref
83 Tower Road North  
Warmley Date
Bristol BS30 8XP 10 March 2026
United Kingdom  
   
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 Flexibles North America, Inc. (the "Issuer") - issue of U.S.$750,000,000 4.250%

 

Guaranteed Senior Notes due 2029 (the "2029 Notes") and issue of U.S.$750,000,000 5.125% Guaranteed Senior Notes due 2036 (the "2036 Notes" and, together with the 2029 Notes, the “Notes”) guaranteed by Amcor plc, Amcor UK Finance plc, Amcor Group Finance plc, Amcor International UK plc (together with Amcor UK Finance plc and Amcor Group Finance plc the "UK Guarantors"), Amcor Finance (USA), Inc., Berry Global Group, Inc. and Berry Group, Inc. (together with the UK Guarantors, Amcor Plc, Amcor Finance (USA), Inc. and Berry Global Group, Inc., the "Guarantors")

 

Herbert Smith Freehills Kramer LLP and its affiliated and subsidiary businesses and firms, Herbert Smith Freehills Kramer (US) LLP and its affiliate, and Herbert Smith Freehills Kramer, an Australian Partnership, are separate member firms of the international legal practice known as Herbert Smith Freehills Kramer.

 

Herbert Smith Freehills Kramer LLP is a limited liability partnership registered in England and Wales with registered number OC310989. Herbert Smith Freehills Kramer LLP is authorised and regulated by the Solicitors Regulation Authority of England and Wales (SRA number: 419682). 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 the UK Guarantors as to matters of English law in connection with:

 

1.1.1the issue of the Notes by the Issuer, which are guaranteed by the Guarantors and which are constituted by an indenture dated as of 10 March 2026 (the "Indenture") between the Issuer, the Guarantors and U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), together with the officer’s certificates being delivered pursuant to Sections 102, 201, 301 and 303 of the Indenture establishing the terms of the Notes (the “Officer’s Certificates”);

 

1.1.2the guarantee of the Notes (the "Guarantee") by the UK Guarantors pursuant to the Indenture; and

 

1.1.3the sale and delivery of the Notes pursuant to an underwriting agreement dated 5 March 2026 (the "Underwriting Agreement") between the Issuer, the Guarantors and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule 1 thereto (collectively, the "Underwriters").

 

1.2For the purpose of giving this opinion, we have examined the following documents:

 

1.2.1an electronic copy of the executed Indenture;

 

1.2.2an electronic copy of each Officer's Certificate;

 

1.2.3an electronic copy of the executed Underwriting Agreement;

 

1.2.4an electronic copy of the Prospectus Supplement dated 5 March 2026 relating to the Notes (the "Prospectus Supplement");
   
1.2.5an electronic copy of the Registration Statement (including the prospectus) filed by each of the Issuer and the Guarantors on 15 July 2025 (the "Registration Statement");

 

1.2.6electronic copies of the executed Global Notes (the "Global Notes");

 

1.2.7copies of the Certificate of Incorporation and the Memorandum and Articles of Association of each UK Guarantor certified as at 10 March 2026 as being a true, complete and up to date copy by the Secretary of each UK Guarantor;

 

1.2.8an electronic copy of the written resolutions of the board of directors of Amcor Group Finance plc dated 29 April 2025, approving, amongst other things, the filing of the Registration Statement, certified as at 10 March 2026 as being a true, complete and up to date copy by the Secretary of Amcor Group Finance plc;

 

1.2.9an electronic copy of the written resolutions of the board of directors of Amcor International UK plc dated 14 July 2025, approving, amongst other things, the filing of the Registration Statement, certified as at 10 March 2026 as being a true, complete and up to date copy by the Secretary of Amcor International UK plc;

 

1.2.10an electronic copy of the written resolutions of the board of directors of Amcor UK Finance plc dated 29 April 2025, approving, amongst other things, the filing of the Registration Statement, certified as at 10 March 2026 as being a true, complete and up to date copy by the Secretary of Amcor UK Finance plc;

 

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1.2.11an electronic copy of the written resolutions of the board of directors of Amcor Group Finance plc dated 4 March 2026, approving, amongst other things, the entry into the Indenture, the entry into the Underwriting Agreement, the giving of the Guarantee under the Indenture and approving the transactions contemplated thereunder, certified as at 10 March 2026 as being a true, complete and up to date copy by the Secretary of Amcor Group Finance plc;

 

1.2.12an electronic copy of the written resolutions of the board of directors of Amcor International UK plc dated 4 March 2026, approving, amongst other things, the entry into the Indenture, the entry into the Underwriting Agreement, the giving of the Guarantee under the Indenture and approving the transactions contemplated thereunder, certified as at 10 March 2026 as being a true, complete and up to date copy by the Secretary of Amcor International UK plc;

 

1.2.13an electronic copy of the written resolutions of the board of directors of Amcor UK Finance plc dated 4 March 2026, approving, amongst other things, the entry into the Indenture, the entry into the Underwriting Agreement, the giving of the Guarantee under the Indenture and approving the transactions contemplated thereunder, certified as at 10 March 2026 as being a true, complete and up to date copy by the Secretary of Amcor UK Finance plc;

 

1.3On 9 March 2026, we carried out a search of the Companies House Service operated by the Registrar of Companies in England and Wales in respect of each UK Guarantor.

 

1.4On 9 March 2026, 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 CRO Corporate Services Limited) on our behalf) in relation to each UK Guarantor.

 

1.5In this opinion:

 

1.5.1the Indenture (including the Guarantee contained therein), the Officer's Certificates and the Underwriting Agreement are together referred to as the "Agreements";
   
1.5.2references to the "Notes" include the Global Notes; and

 

1.5.3save as otherwise specified or as the context may otherwise require, expressions defined in the Underwriting Agreement (whether expressly or by incorporation), as at the date of this opinion, shall have the same meanings when used in this opinion.

 

1.6Except 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 the UK Guarantors in their capacity as guarantors of the Notes. We have not received instructions from nor advised the Issuer, the Guarantors (other than the UK Guarantors), the Indenture Trustee, the holders of the Notes, any potential holders of the Notes, the Underwriters or any other person (except the UK Guarantors) in connection with the Agreements or any related document.

 

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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).

 

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 paragraph 1.2.7) which we have reviewed are and remain up-to-date, and have not been terminated or rescinded;

 

3.3Due incorporation: each party to the Agreements (other than the UK Guarantors) is duly incorporated under its respective laws of incorporation;

 

3.4Due execution: the Agreements have been duly executed by the persons authorised by the resolutions referred to in paragraph 1.2.11 in the case of Amcor Group Finance plc, paragraph 1.2.12 in the case of Amcor International UK plc and paragraph 1.2.13 in the case of Amcor UK Finance plc;

 

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 Group Finance plc referred to in paragraphs 1.2.8 and 1.2.11; (ii) Amcor International UK plc referred to in paragraphs 1.2.9 and 1.2.12 and (ii) Amcor UK Finance plc referred to in paragraphs 1.2.10 and 1.2.13 were validly passed and remain in full force and effect;

 

3.7Directors: the directors of each UK Guarantor 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 Agreements;

 

3.8Solvency: each UK Guarantor was solvent at the time of the execution and delivery of the Agreements and did not become insolvent as a result of entering into the arrangements contained in the Agreements and will be solvent at the time of the issue of the Notes and no UK Guarantor has entered 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 1.3 or 1.4;

 

3.9Administration etc.: no step has been taken (and will not be taken at the time of issue of the Notes) to obtain a moratorium in relation to any UK Guarantor or to wind up any UK Guarantor or to place any of them into administration and no receiver has been appointed (and will not have been appointed at the time of the issue of the Notes) over or in respect of the assets of any UK Guarantor, nor has any analogous procedure or step been taken (and will not have been taken at the time of the issue of the Notes) in any jurisdiction which (in either case) has not been revealed by the searches referred to in paragraph 1.3 or 1.4;

 

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3.10Overseas insolvency: no foreign main insolvency proceeding has been recognised in Great Britain (and will not have been recognised at the time of the issue of the Notes) 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 any UK Guarantor the subject of those foreign proceedings to be taken in Great Britain;

 

3.11Notes issued in accordance with the Agreements: the Notes will have been duly prepared and completed in accordance with the provisions and arrangements contained or described in the Indenture and the Officer's Certificates;

 

3.12No breach: no UK Guarantor will, by reason of the transactions contemplated by the Agreements, be in breach of any of its respective obligations under any agreement, licence, authorisation, consent or similar document;

 

3.13Misconduct etc.: no party to any of the Agreements (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 Agreements which might render the Agreements or any transaction contemplated thereby or any associated activity (including, without limitation, the issue of the Notes) illegal, void or unenforceable;

 

3.14Entry into Agreements: each party has entered into each of the Agreements in pursuance of a commercial activity and the terms of each of the Agreements have been freely negotiated by the parties thereto; and

 

3.15No change to Agreements: there are no other arrangements or relationships between any party to the Agreements which modify, supersede or conflict with any of the terms of the Agreements.

 

4.OPINIONS

 

4.1Based on the documents referred to in paragraph 1.2 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 UK Guarantor 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 UK Guarantor has the power and legal capacity to enter into and perform its respective obligations (if any) under the Agreements to which it is a party and the execution and performance of its respective obligations (if any) under such Agreements will not contravene its constitutional documents referred to in paragraph 1.2.7; and

 

4.1.3Authority and execution: each UK Guarantor has taken all necessary corporate actions to authorise the execution, performance and delivery of the Agreements to which it is a party, and the use of the Registration Statement and the Prospectus Supplement in connection with the issue of the Notes.

 

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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 and Prospectus Supplement: We have not investigated or verified the truth or accuracy of the information contained in the Prospectus Supplement and the Registration Statement. We express no opinion as to whether the Prospectus Supplement and the Registration Statement contain 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 Agreements, the Notes, 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 United States Securities Act of 1933, 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 as an exhibit to the Current Report on Form 8-K to be filed by Amcor plc on the date hereof and the incorporation by reference thereof into the Registration Statement and further consent to the reference to our name under the caption "Legal Matters" in the Prospectus Supplement, 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 U.S. Securities Act of 1933, as amended.

 

Yours faithfully,

 

/s/ Herbert Smith Freehills Kramer LLP

 

Herbert Smith Freehills Kramer LLP

 

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