Shire Pharmaceuticals Group plc,
East Anton,
Andover,
Hants. SP10 5RG 6th June, 2000
Dear Sirs,
Introduction
1. We have acted as English legal advisers to you (the "Company") in
connection with the Form S-3 Registration Statement and the related
prospectus included therein dated 6th June, 2000 (the "Form S-3") relating
to the registration of ordinary shares of nominal value of five pence each
in the capital of the Company (the "Shares").
2. This letter may be relied upon only by you and may be used only in
connection with the issue of the Shares. Neither its contents not its
existence may be disclosed to any other person unless we have given our
prior written consent or as set out below.
Scope
3. This opinion is confined to matters of English law. Accordingly, we have
not made any investigation of, and do not express any opinion on, the law
of any jurisdiction other than England and Wales. In particular, we express
no opinion on European Community law as it affects any jurisdiction other
than England.
4. We have examined copies of the documents mentioned herein and such other
documents as we have considered necessary. We have not undertaken any
exercise which is not described in this letter.
Documents examined
5. For the purposes of this opinion we have examined and relied upon the
following documents:-
(A) a copy of the Form S-3;
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Shire Pharmaceuticals Group plc, 2
(B) copies of the minutes of all relevant meetings of the Board of
Directors of the Company or, in the case of the meeting approving the
Registration Statement, a substantially final draft thereof (the
"Board Minutes");
(C) copies of the minutes of all relevant General Meetings of the Company
or, in the case of the meeting notice of which is contained in the
Circular, a substantially final draft thereof (the "GM Minutes"); and
(D) such other documents and records as we have considered necessary or
appropriate for the purposes of this opinion.
Assumptions
6. In giving this opinion, we have assumed:-
(A) that the statements contained in the Board Minutes and the GM Minutes
are complete and accurate as at the date of this opinion and that the
directors of the Company present at the meetings recorded in the Board
Minutes were acting in the interests and for a proper purpose of the
Company;
(B) the authenticity, completeness and conformity to original documents of
all copy documents examined by us;
(C) that all signatures purporting to be on behalf of (or to witness the
execution on behalf of) the Company or any director of the Company are
genuinely those of the persons whose signatures they purport to be;
(D) that, where a document has been examined by us in draft form, it has
been or will be signed and/or given final approval in the form of that
draft;
(E) that words and phrases used in the Form S-3 have the same meaning and
effect as they would if those documents were governed by English law
and there is no provision of any law (other than English law) which
would affect anything in this opinion letter; and
(F) that no other event occurs after the date hereof which would affect
the opinions herein stated.
Opinion
7. We are of the opinion that, relying on the assumptions listed in paragraph
5 and subject to the reservations mentioned below, the Company had the
requisite corporate power to issue the Shares and all shareholder
resolutions necessary to
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Shire Pharmaceuticals Group plc, 3
authorise such issue have been passed. The Shares have been validly
authorised, allotted and issued as fully paid and non-assessable. On this
basis, the issue of Shares was free of any pre-emptive rights and no
personal liability by way of call attaches to the holders of the Shares as
such holders under English law.
Reservations
8. Our opinion is qualified by the following reservations and by any matter of
fact not disclosed to us:-
(A) English law, the Articles of Association of the Company and the
Listing Rules of the London Stock Exchange contain restrictions on the
transfer of shares and voting rights in certain limited circumstances
including the following:-
(i) transfers of shares may be avoided under the provisions of
insolvency law, or where any criminal or illegal activity is
involved, or where the transferor or transferee does not have the
requisite legal capacity or authority, or where the transferee is
subject to restrictions or constraints;
(ii) the registration of a transfer of shares by a particular
shareholder may be restricted if that shareholder has failed to
disclose his interest in shares in the Company after having been
served with a notice by the Company requesting such disclosure
pursuant to Section 212 of the Companies Act 1985;
(iii) save in the case of depositary schemes or clearance services, no
transfer will be registered unless the appropriate stamp duty has
been paid at the rate of 0.5 per cent. (rounded up if necessary
to the nearest multiple of five pounds sterling ((pound)5)) of
the stated consideration or if the stock transfer form is
otherwise not in order;
(iv) any holder of shares who is a director of the Company is bound by
the Model Code for Dealing in Securities promulgated by the
London Stock Exchange which imposes restrictions on the ability
of directors to transfer shares in the two months prior to the
announcement of interim and final results and at other times when
directors are in possession of unpublished price sensitive
information;
(v) under the Companies Act 1985, and subject to the Uncertificated
Securities Regulations 1995, the Company can close its register
of members from time to time for periods not exceeding 30 days in
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Shire Pharmaceuticals Group plc, 4
aggregate in any calendar year and during any such period no
transfer of shares may be registered;
(vi) no share may be transferred after the passing of a resolution for
the winding-up of the Company;
(vii) a company or the Court may impose restrictions on the
transferability and other rights of shares held by persons who do
not comply with that company's proper enquiries, under the
Companies Act 1985 or that company's articles of association (if
they so provide), considering the ownership of shares; and
(viii) there may be circumstances in which a holder of shares becomes
obliged to transfer those shares under the provisions of the
Companies Act 1985, for example following the implementation of a
takeover where minority shareholders are compulsorily bought out
or following the implementation of a scheme of arrangement. Once
a holder of shares becomes obliged to make such a transfer he may
not transfer to any other person;
(B) shareholders can make arrangements outside the Company's
constitutional documents in respect of restrictions on transfer or
pre-emptive rights relating to shares, about which we express no
opinion; and
(C) the obligations of the Company under the Shares will be subject to any
law from time to time in force relating to bankruptcy, insolvency,
liquidation, reorganisation or administration or any other law or
legal procedure affecting generally the enforcement of creditors'
rights.
Consent
9. We hereby consent to the disclosure of this opinion letter as an exhibit to
the Form S-3 and its consequent filing with the SEC.
Yours faithfully,
/s/ Slaughter & May
