Shire Pharmaceuticals Group plc,
East Anton,
Andover,
Hants. SP10 5RG
Shire Pharmaceuticals Group Plc, 2
20th June, 2000
Dear Sirs,
Introduction
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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 20th 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
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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
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5. For the purposes of this opinion we have examined and relied upon the
following documents:-
(A) a copy of the Form S-3;
(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");
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Shire Pharmaceuticals Group Plc 3
(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
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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
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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 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.
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Shire Pharmaceuticals Group Plc 4
Reservations
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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
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
<PAGE>
(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
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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 and May
