the Company is a public limited company, duly incorporated and validly existing under the laws of Ireland; and

the guarantee of the Notes provided by the Company under the Indenture has been duly authorised by the Company and constitutes a valid and binding obligation of the Company.

Copy certificate of incorporation of the Company dated 23 May 2017, certificate of incorporation on change of name of the Company dated 5 November 2019 and certificate of incorporation on re-registration of the Company as a public limited company dated 18 March 2020.

Copy constitution of the Company adopted by special resolution passed on 31 March 2020.

Copy written resolutions of the board of directors of the Company passed on 30 March 2020, 31 March 2020 and 1 April 2020.

The Registration Statement, including the prospectus included therein.

The Prospectus Supplement.

A copy of the Indenture.

A copy of an underwriting agreement dated 12 May 2015 relating to the issue and sale of the Notes.

Searches carried out by independent law researchers on our behalf against the Company on 15 May 2020 in (a) the Index of Petitions and Winding-up Notices maintained at the Central Office of the High Court of Ireland, (b) the Judgments’ Office of the Central Office of the High Court of Ireland and (c) the Companies Registration Office (the “Searches”).

The truth and accuracy of the contents of the Documents as to factual matters, but have made no independent investigation regarding such factual matters.

All signatures, initials, seals and stamps contained in, or on, the Documents submitted to us are genuine.

All Documents submitted to us as originals are authentic and complete and all Documents submitted to us as copies (including without limitation any document submitted to us as a .pdf, or any other format, attachment to an email) are complete and conform to the originals of such Documents, and the originals of such Documents are authentic and complete.

Each party to the Documents (other than the Company) had (when it entered into), and continues to have, the due and requisite capacity, power and authority to enter into, execute and perform its obligations under the Documents, and the Documents are not subject to avoidance by any person under all applicable laws in all applicable jurisdictions (other than in the case of the Company, the laws of Ireland and the jurisdiction of Ireland).

All Documents dated on or prior to the date hereof and on which we have expressed reliance have not been revoked or amended and remain accurate.

The resolutions of the board of directors of the Company on which we have expressed reliance have not been amended or rescinded and are in full force and effect.

The Company has, or will, derive a commercial benefit from entering into the Indenture and any other document referred to in, or contemplated by, the Registration Statement (including the prospectus contained therein) and the Prospectus Supplement and guaranteeing the Notes in accordance with the provisions of the Indenture commensurate with the obligations undertaken by it thereunder.

In approving the entry into the Indenture and any other document referred to in, or contemplated by, the Registration Statement (including the prospectus contained therein) and the Prospectus Supplement and guaranteeing the Notes in accordance with the provisions of the Indenture, the directors of the Company have acted in a manner they consider, in good faith, to be in the interests of the Company for its legitimate business purposes and which would be likely to promote the success of the Company for its members as a whole.

The Company has not, and shall not, by virtue of or in connection with its guarantee of the Notes, give any financial assistance, as contemplated by sections 82 and 1043 of the Companies Act 2014 of Ireland (the “Companies Act”) for the purpose of any acquisition of shares in the capital of the Company, save as permitted by, or pursuant to an exemption to, the said sections 82 and 1043.

The Company together with any other entity whose obligations are guaranteed by it under the Indenture together comprise a “group” for the purposes of section 243 of the Companies Act and any person that subsequently becomes an issuer or a guarantor under the Indenture will also be a member of such group.

In entering into the Documents and approving the guarantee of the Notes under the Indenture, there was no intent by the directors and / or duly authorised officer acting under delegated authority to give a creditor a preference which could be deemed an unfair preference in accordance with section 604 of the Companies Act.

The obligations expressed to be assumed by each party to the Indenture are legal, valid, binding and enforceable obligations under all applicable laws and in all applicable jurisdictions, other than, in the case of the Company, the laws of Ireland and the jurisdiction of Ireland.

If any obligation of any of the parties under the Indenture is to be performed in any jurisdiction other than Ireland, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction and there are no provisions of the laws or public policy of any jurisdiction outside Ireland which would be contravened by the execution or performance of the Indenture or which would render its performance ineffective by virtue of the laws of that jurisdiction.

The Indenture and the transactions contemplated thereby and the payments to be made thereunder are not and will not be affected by any financial restrictions or sanctions arising from orders made by the Minister for Finance under the Financial Transfers Act 1992 and/or section 42 of the Criminal Justice (Terrorist Offences) Act 2005 or the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010.

No authorisations, approvals, licences, exemptions or consents of governmental or regulatory authorities with respect to the agreements or arrangements referred to in the Registration Statement (including the prospectus contained therein) or the Prospectus Supplement or with respect to any issue offer or sale of the Notes are or will be required to be obtained, the Notes will conform with the descriptions and restrictions contained in the Registration Statement (including the prospectus contained therein) and the Prospectus Supplement and the selling restrictions contained therein have been and will be at all times observed.

The creation, issuance, offering and sale, including the marketing, of the Notes will be made, effected and conducted in accordance with and will not otherwise violate any applicable laws and regulations of any jurisdiction, including Ireland or supra-national authority, including, without limitation: (a) the securities laws and regulations of any jurisdiction or supra-national authority which impose any restrictions, or mandatory requirements, in relation to the offering or sale of the Notes to the public in any jurisdiction, including the obligation to prepare a prospectus or registration document relating to the Notes and (b) any requirement or restriction imposed by any court, governmental body or supra-national authority having jurisdiction over the Company or the members of its group.

That: (a) the Company will be fully solvent at the time of and immediately following the issue of the Notes, (b) no resolution or petition for the appointment of a liquidator or examiner will be passed or presented prior to the issue of the Notes, (c) no receiver will have been appointed in relation to any of the assets or undertaking of the Company prior to the issue of the Notes and (d) no composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) will be proposed, sanctioned or approved in relation to the Company prior to the issue of the Notes.

The information disclosed by the Searches was accurate and complete as of the date the Searches were made and has not been altered, and the Searches did not fail to disclose any information which had been delivered for registration but which did not appear from the information available at the time the Searches were made or which ought to have been delivered for registration at that time but had not been so delivered. No additional matters would have been disclosed by searches being carried out since that time.

No proceedings have been or will be instituted or injunction granted against the Company to restrain it from guaranteeing the Notes and the guarantee by the Company of the Notes would not be contrary to any state, government, court, state or quasi-governmental agency, licencing authority, local or municipal government body or regulatory authority’s order, direction, guideline, recommendation, decision, licence or requirement.

The absence of fraud and the presence of good faith on the part of all parties to the Documents and their respective officers, employees, agents and advisors.

A search at the Companies Registration Office is not conclusively capable of revealing whether or not a winding-up petition or a petition for the appointment of an examiner, receiver or liquidator has been presented or a resolution passed for the winding-up of the Company. A search on the Index of Petitions and Winding-up Notices maintained at the Central Office of the High Court of Ireland is not capable of revealing whether or not a receiver has been appointed in respect of the Company.

Whilst each of the making of a winding-up order or resolution, the making of an order for the appointment of an examiner or the appointment of a receiver may be revealed by a search at the Companies Registration Office it may not be filed at the Companies Registration Office immediately and, therefore, our searches at the Companies Registration Office may not have revealed such matters. Similarly whilst a petition to wind-up the Company may be revealed by a search on Index of Petitions and Winding-up Notices maintained at the Central Office of the High Court of Ireland, the making of a winding-up order may not be filed on the Index immediately and therefore our searches may not have revealed such matters.

The position reflected in the Searches may not be fully up to date (and this risk may be higher while emergency measures introduced by the Irish Government in light of the COVID-19 pandemic remain in place).

The expression “valid and binding” when used in this Opinion mean that the obligations expressed to be assumed are of a type which the courts of Ireland will treat as valid and binding. It does not mean that these obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular, enforcement of obligations may be:

limited by general principles of equity, in particular, equitable remedies (such as an order for specific performance or an injunction) which are discretionary and are not available where damages are considered to be an adequate remedy;

subject to any limitations arising from examinership, administration, bankruptcy, insolvency, moratoria, receivership, liquidation, reorganisation, court scheme of arrangement, arrangement and similar laws affecting the rights of creditors;

limited by the provisions of the law of Ireland applicable to contracts held to have been frustrated by events happening after their execution;

invalidated if and to the extent that performance or observance arising in a jurisdiction outside Ireland would be unlawful, unenforceable, or contrary to public policy or to the exchange control regulations under the law of such jurisdiction;

invalidated by reason of fraud; and

barred under the Statutes of Limitations of 1957 (as amended from time to time) or may be or become subject to the defence of set-off or counterclaim.

The Companies Act prohibits certain steps being taken except with the leave of the court against a company after the presentation of a petition for the appointment of an examiner. This prohibition continues if an examiner is appointed for so long as the examiner remains appointed (maximum period of one hundred days or such period as the court in question may determine). Prohibited steps include steps taken to enforce any security over the company’s property, the commencement or continuation of proceedings or execution or other legal process or the levying of distress against the company or its property and the appointment of a receiver.

Under the provisions of the Companies Act, an examiner can be appointed on a petition to the Circuit Court, if certain criteria are met. It is not possible for anyone other than a party to the relevant proceedings or the solicitors on record for such parties to inspect the Circuit Court files to ascertain whether a petition for the appointment of an examiner has been made in the Circuit Court, and we have made no searches or enquiries in this regard in respect of the Company.

A contractual provision conferring or imposing a remedy or an obligation consequent upon default may not be enforceable if it were construed by an Irish court as being a penalty, particularly if it involved enforcing an additional pecuniary remedy (such as a default or overdue interest) referable to such default and which does not constitute a genuine and reasonable pre-estimate of the damage likely to be suffered as a result of the default in payment of the amount in question or the termination in question; further, recovery may be limited by laws requiring mitigation of loss suffered.

An Irish court may not give effect to an indemnity given by any party to the extent it is in respect of legal costs incurred by an unsuccessful litigator or to the extent that it is in respect of litigation costs which are not awarded by the court.

In the event of any proceedings being brought in an Irish court in respect of a monetary obligation expressed to be payable in a currency other than euro, an Irish court would have the power to give a judgment to pay a currency other than euro but may decline to do so in its discretion and an Irish court might not enforce the benefit of currency conversion or indemnity clauses and, with respect to a bankruptcy, liquidation, insolvency, reorganisation or similar proceeding, the law of Ireland may require that all claims or debts be converted into euro at an exchange rate determined by the court as at a date related thereto, such as the date of commencement of a winding-up.

This Opinion does not deal with the tax treatment of interest, if any, that arises by reason of late payment of amounts due pursuant to any contract.

The treatment of guarantee payments for Irish withholding tax purposes is not certain. Certain case law having persuasive authority suggests that a guarantor could have an obligation to deduct tax from guarantee payments, where the underlying guaranteed obligation was an interest payment, unless an exemption is available. Generally, Irish withholding tax does not apply to interest which is not ‘yearly interest’. Interest payable in respect of the promissory notes should not generally be considered to be ‘yearly interest’ where the promissory notes have a stated maturity date that is 364 days or less following their issuance date and are redeemed in full on or before their stated maturity date. As a result, Irish withholding tax should not apply to the extent that guarantee payments are treated as interest payments in respect of relevant promissory notes. Additionally, even if the guarantee payment was not treated as an interest payment, an obligation to deduct tax could nevertheless arise if the

The effect of terms, if any, in a contract excusing a party from liability or a duty otherwise owned are limited by law.

Where a party is vested with a discretion or may determine a matter in his or its opinion, the law of Ireland may require that such discretion is exercised reasonably or that such opinion is based upon reasonable grounds.

The courts of Ireland may interpret restrictively any provision purporting to allow the beneficiary of a guarantee or other suretyship to make a material amendment to the obligations to which the guarantee or suretyship relates without further reference to the guarantor or surety.

An Irish court may not give effect to any provision of a contract which (i) provides for a matter to be determined by future agreement or negotiation or (ii) it considers to be devoid of any meaning, vague or uncertain.

The enforceability of any provision as to severability may be determined by the courts of Ireland at its discretion.

A right of set-off provided for in a contract or another document may not be enforceable in all circumstances.