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Genpact Luxembourg S.à r.l.
12E, Rue Guillaume J.Kroll
L-1882 Luxembourg
Grand Duchy of Luxembourg
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Allen Overy Shearman Sterling SCS
société en commandite simple, inscrite au barreau de Luxembourg
5 avenue J.F. Kennedy L-1855 Luxembourg
Boîte postale 5017 L-1050 Luxembourg
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| Genpact Limited |
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Canon’s Court
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Tel+352 4444 55 1
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22 Victoria Street
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Fax+352 4444 55 222 |
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Hamilton HM 12
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Bermuda
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frank.mausen@aoshearman.com
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Genpact UK Finco plc
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5 Merchant Square, 5th Floor
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London, England W2 1AY
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United Kingdom
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Genpact USA, Inc.
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521 Fifth Avenue, 14th Floor
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New York, NY 10036
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USA
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AND
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Computershare Trust Company, National Association
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Attention: CCT Administrator for Genpact
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1505 Energy Park Drive
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St. Paul, Minnesota 55108
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USA
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(the Trustee and, together with Genpact Luxembourg S. à r.l., Genpact Limited, Genpact UK Finco plc and Genpact USA, Inc., the Addressees)
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Our ref 0101516-0000005 EUO2: 2006292873.4
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Luxembourg, 18 November 2025
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Issue by Genpact UK Finco plc and Genpact USA, Inc. of US$350,000,000 4.950% Senior Notes due 2030
Dear Sir or Madam,
| 1. |
We have acted as legal advisers in the Grand Duchy of Luxembourg (Luxembourg) to Genpact Luxembourg S. à r.l., a private limited liability company (société à
responsabilité limitée) incorporated and existing under Luxembourg law, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) (the Register) under number B131149 (the Company) in connection with the Agreements (as defined below).
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Allen Overy Shearman Sterling SCS, a société en commandite simple, is an affiliated office of Allen Overy Shearman Sterling LLP. Allen Overy Shearman Sterling LLP or an affiliated undertaking has an office in
each of: Abu Dhabi, Amsterdam, Antwerp, Austin, Bangkok, Beijing, Belfast, Boston, Bratislava, Brussels, Budapest, Casablanca, Chicago, Dallas, Dubai, Dublin, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Houston,
Istanbul, Jakarta (associated office), London, Los Angeles, Luxembourg, Madrid, Milan, Munich, New York, Paris, Perth, Prague, Riyadh, Rome, San Francisco, São Paulo, Seoul, Shanghai, Silicon Valley, Singapore, Sydney, Tokyo, Toronto, Warsaw,
Washington, D.C.
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| 2. |
DOCUMENTS
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We have examined, to the exclusion of any other document, copies of the documents listed below:
| 2.1 |
an e-mailed scanned copy of the restated articles of association (statuts coordonnés) of the Company dated 22 December 2023 (the Articles);
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| 2.2 |
an electronic copy of a negative certificate (certificat négatif) issued by the Register in respect of the Company dated 18 November 2025 stating that on the day immediately prior to the date of
issuance of the negative certificate, there were no records at the Register of any order or decision regarding, amongst others, a (i) bankruptcy adjudication against the Company (faillite), (ii)
reprieve from payment (sursis de paiement), (iii) judicial reorganisation (réorganisation judiciaire) or (iv) administrative dissolution without liquidation (dissolution administrative sans liquidation) (the Certificate);
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| 2.3 |
an e-mailed scanned signed copy of circular resolutions taken by the board of managers of the Company on 11 November 2025 (the Resolutions);
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| 2.4 |
an e-mailed scanned signed copy of a New York law governed indenture dated 18 November 2025 and made between Genpact UK Finco plc and Genpact USA, Inc. as co-issuers, the Company and Genpact Limited as guarantors and the Trustee as such
(the Base Indenture);
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| 2.5 |
an e-mailed scanned signed copy of a New York law governed first supplemental indenture dated 18 November 2025 and made between Genpact UK Finco plc and Genpact USA, Inc. as co-issuers, the Company and Genpact Limited as guarantors and the
Trustee as such (the First Supplemental Indenture and, together with the Base Indenture, the Indenture);
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| 2.6 |
an e-mailed scanned signed copy of a New York law governed underwriting agreement relating to the Notes dated 13 November 2025 and made between Genpact UK Finco plc and Genpact USA, Inc. as co-issuers, Genpact Limited and the Company as
guarantors and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as the representatives of the underwriters (the Underwriting Agreement); and
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| 2.7 |
an e-mailed scanned signed copy of a New York law governed final prospectus supplement (the Prospectus Supplement) with respect to the registration of an offer of US$350,000,000 aggregate principal
amount of 4.950% senior notes due 2030 (the Notes), fully and unconditionally guaranteed on a senior unsecured basis by Genpact Limited and the Company.
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The documents listed in paragraphs 2.4 to 2.7 (inclusive) above are herein collectively referred to as the Agreements. The term “Agreements” includes, for the purposes of
paragraphs 3. and 5. below, any document in connection therewith. Unless otherwise provided herein, terms and expressions shall have the meaning ascribed to them in the Agreements. Capitalised terms defined in the Agreements, and otherwise defined
herein, have the same meaning when used in this legal opinion.
Except as stated above, we have not, for the purposes of this legal opinion, examined any contracts, agreements, deeds, instruments or other documents relating to the issue by Genpact UK Finco plc and Genpact USA, Inc.
of the Notes, the Agreements or the Prospectus Supplement or entered into by or affecting any party (including the Company) to any such contracts, agreements, deeds, instruments or documents, or any corporate records of any such party, and have not
made any other enquiries concerning any such party. In particular, but without limitation, we have not investigated whether any such party will, by reason of the transactions contemplated by the Agreements, the Prospectus Supplement or the Notes, be
in breach of any of its obligations under any such contracts, agreements, deeds, instruments or documents.
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| 3. |
ASSUMPTIONS
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In giving this legal opinion, we have assumed with your consent, and we have not verified independently:
| 3.1 |
the genuineness of all signatures (whether handwritten or electronic), stamps and seals, the completeness and conformity to the originals of all the documents submitted to us as certified, photostatic, faxed, scanned or e-mailed copies or
specimens and the authenticity of the originals of such documents and that the individuals purported to have signed, have in fact signed (and had the general legal capacity to sign) these documents;
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| 3.2 |
the due authorisation, execution and delivery of the Agreements by all the parties thereto (other than the Company) as well as the power, authority and legal right of all the parties thereto (other than the Company) to enter into, execute,
deliver and perform their respective obligations thereunder, and the compliance with all internal authorisation procedures by each party (other than the Company) for the execution by it of the Agreements to which it is expressed to be a
party;
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| 3.3 |
that all factual matters and statements relied upon or assumed herein were, are and will be (as the case may be) true, complete and accurate on the date of the execution of the Agreements or the Prospectus Supplement;
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| 3.4 |
that all authorisations, approvals and consents under any applicable law (other than Luxembourg law to the extent opined upon herein) which may be required in connection with the entry into, execution, delivery and performance of the
Agreements have been or will be obtained;
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| 3.5 |
that the Agreements have in fact been signed on behalf of the Company either in accordance with the Articles or in conformity with the Resolutions (as applicable);
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| 3.6 |
that the place of the central administration (siège de l’administration centrale), the principal place of business (principal établissement) and the centre
of main interests (within the meaning given to such term in Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended (the European
Insolvency Regulation)) of the Company are located at the place of its registered office (siège statutaire) in Luxembourg and that the Company has no establishment (as such term is defined in
the European Insolvency Regulation) outside Luxembourg;
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| 3.7 |
that the Company complies with the provisions of the Luxembourg act dated 31 May 1999 concerning the domiciliation of companies, as amended;
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| 3.8 |
that the Agreements are legally valid, binding and enforceable;
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| 3.9 |
that the Agreements are entered into and performed by the parties thereto in good faith and without any intention of fraud or intention to deprive of any legal benefit any persons (including for the avoidance of doubt third parties) or to
circumvent any applicable mandatory laws or regulations of any jurisdiction (including without limitation any tax laws);
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| 3.10 |
that there are no provisions of the laws of any jurisdiction outside Luxembourg which would adversely affect, or otherwise have any negative impact on, the opinions expressed in this legal opinion;
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| 3.11 |
that all the parties to the Agreements (other than the Company) were or are, at the time of the execution of the Agreements, companies duly organised, incorporated and existing in accordance with the laws of the jurisdiction of their
respective incorporation and/or their registered office and/or the place of effective management; that in respect of all the parties to the Agreements, no steps have been taken, at the time of execution of the Agreements, pursuant to any
insolvency, bankruptcy, liquidation, reorganisation or equivalent or analogous proceedings regarding the respective parties or their assets and that no voluntary, judicial or administrative winding-up or liquidation of such parties has been
resolved or become effective at the date hereof. In respect of the Company, we refer to the Certificate;
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| 3.12 |
that the entry into and performance of the Agreements are for the corporate benefit (intérêt social) of the Company;
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| 3.13 |
that all managers signed the Resolutions, that the Resolutions have not been amended, rescinded, revoked or declared void and that each member of the board of managers of the Company has carefully considered the entry into and performance
of the Agreements before signing the Resolutions;
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| 3.14 |
that the Articles have not been modified since the date referred to in paragraph 2.1 above;
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| 3.15 |
that the Base Indenture and the First Supplemental Indenture have not been amended, rescinded, revoked or declared void since the dates referred to in paragraphs 2.4 and 2.5 (as applicable) above;
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| 3.16 |
that the Company does not carry out an activity in the financial sector on a professional basis (as referred to in the Luxembourg act dated 5 April 1993 relating to the financial sector, as amended);
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| 3.17 |
that the Company does not carry out an activity requiring the granting of a business licence under the Luxembourg act dated 2 September 2011 relating to the establishment of certain businesses and business licences, as amended;
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| 3.18 |
that the Company is not, is not deemed to be, and, as a result of entering into and performing its obligations under the Agreements, will not be, over-indebted in light of the current practice of the Luxembourg tax administration;
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| 3.19 |
the absence of any other arrangement by or between any of the parties to the Agreements or between the parties to the Agreements and any third parties which modifies or supersedes any of the terms of the Agreements or otherwise affects the
opinions expressed herein;
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| 3.20 |
there is neither a vitiated consent (vice de consentement) by reason of mistake (erreur), fraud (dol), duress (violence) or inadequacy (lésion), nor an illicit cause (cause illicite) in relation to the Agreements; and
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| 3.21 |
that all agreed conditions to the effectiveness of the Agreements have been or will be satisfied.
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| 4. |
OPINIONS
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Based upon, and subject to, the assumptions made above and the qualifications set out below and subject to any matters not disclosed to us, we are of the opinion that, under the laws of Luxembourg in
effect, as construed and applied by the Luxembourg courts in published Luxembourg court decisions, on the date hereof:
| 4.1 |
Status
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The Company is a private limited liability company (société à responsabilité limitée) formed for an unlimited duration under the laws of Luxembourg.
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| 4.2 |
Power, authority and authorisation
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The Company has the corporate power and authority to enter into and perform the Agreements and has taken all necessary corporate actions to authorise the contents and the execution of the Agreements.
| 4.3 |
Due Execution
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The Agreements have been validly executed on behalf of the Company.
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Non-conflict
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The entry into, execution, delivery and performance by the Company of the Agreements do not violate the Articles or the Luxembourg act dated 10 August 1915 on commercial companies, as amended (the Companies Act 1915).
| 4.5 |
No consents
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No authorisations, approvals or consents of governmental, judicial and public bodies and authorities of or in Luxembourg are required under statute in connection with the entry into or performance by
the Company of the Agreements.
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No immunity
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The Company is not entitled to claim immunity from jurisdiction or immunity from enforcement with respect to any action or proceeding brought in connection with their obligations under the Agreements
in the courts of Luxembourg.
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Certificate
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According to the Certificate, on the day immediately prior to the date of issuance of the Certificate, no order or decision was recorded with the Register pursuant to which the Company had been
adjudicated bankrupt (faillite) or become subject to, or benefited from, a reprieve from payment (sursis de paiement), judicial reorganisation (réorganisation judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation), judicial liquidation or judicial appointment of a temporary
administrator.
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QUALIFICATIONS
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The above opinions are subject to the following qualifications:
| 5.1 |
The opinions expressed herein are subject to, and may be affected or limited by, the provisions of any applicable bankruptcy (faillite), insolvency, liquidation, reprieve from payment (sursis de paiement), reorganisation proceedings (including without limitation judicial reorganisation (réorganisation judiciaire) and reorganisation by amicable
agreement (réorganisation par accord amiable)) or similar Luxembourg or foreign law proceedings or regimes affecting the rights of creditors generally.
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| 5.2 |
We express no tax opinion whatsoever in respect of the Company or the tax consequences of the transactions contemplated by the Agreements.
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| 5.3 |
We express no opinion whatsoever on regulatory matters or on matters of fact or on matters other than those expressly set forth in this legal opinion, and no opinion is, or may be, implied or inferred herefrom.
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| 5.4 |
A search at the Register is not capable of conclusively revealing whether a (and the Certificate does not constitute conclusive evidence that no) winding-up resolution, decision or petition, or an order adjudicating or declaring a, or a
petition or filing for, bankruptcy or reprieve from payment (sursis de paiement) or judicial reorganisation (réorganisation judiciaire) or judicial liquidation
(liquidation judiciaire) or similar action has been adopted or made.
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| 5.5 |
The corporate documents of, and relevant court orders affecting, a Luxembourg company (including, but not limited to, the notice of a winding-up order or resolution, notice of the appointment of a receiver or similar officer) may not be
held at the Register immediately and there is generally a delay in the relevant document appearing on the files regarding the company concerned. Furthermore, it cannot be ruled out that the required filing of documents has not occurred or
that documents filed with the Register may have been mislaid or lost. In accordance with Luxembourg company law, changes or amendments to corporate documents to be filed at the Register will be effective (opposable)
vis-à-vis third parties only as of the day of their publication in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations or RESA, Recueil
électronique des sociétés et associations, as applicable) (the Official Gazette) unless the company proves that the relevant third parties had prior knowledge thereof.
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We express no opinion on the legal validity and the enforceability of the Agreements.
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In the case of legal proceedings being brought before a Luxembourg court or production of the Agreements before an official Luxembourg authority, such Luxembourg court or official authority may require that the Agreements and/or any
judgment obtained in a foreign court must be translated into French or German.
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| 5.8 |
Punitive, treble or similar damages may not be enforceable in the Luxembourg courts.
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| 5.9 |
We express no opinion in respect of any provisions set out in the Agreements which refer to rights and obligations of the parties, or definitions, by reference to a specified law, act, statute or regulation under any foreign law.
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The Prospectus Supplement has been prepared by the Company, which has accepted responsibility for the information contained therein.
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This legal opinion is as of this date and we undertake no obligation to update it or advise of changes hereafter occurring. We express no opinion as to any matters other than those expressly set forth herein, and no opinion is, or may be,
implied or inferred herefrom. We express no opinion on any economic, financial or statistical information (including formulas determining payments to be made) contained in the Prospectus Supplement, and the Agreements (or any document in
connection therewith).
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This legal opinion is given on the express basis, accepted by each person who is entitled to rely on it, that this legal opinion and all rights, obligations or liability in relation to it are governed by, and shall be construed in
accordance with, Luxembourg law and that any action or claim in relation to it can be brought exclusively before the courts of Luxembourg.
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| 8. |
In this matter we have taken instructions solely from the Company. This legal opinion however has been addressed to the Addressees in connection with the Company’s entry into the Agreements and the Prospectus Supplement. We note that we
have not advised the Addressees (other than the Company) on the legal implications of the Agreements and the Prospectus Supplement (other than those specifically opined on herein). We exceptionally accept addressing this legal opinion to
the Addressees (other than the Company) solely in relation to the matters opined on herein, but the giving of this legal opinion is not to be taken as implying that we owe the Addressees (other than the Company) any duty of care (other than
in respect of the accuracy of the opinions expressly provided herein) in relation to the Agreements and the Prospectus Supplement or the transactions contemplated by the Agreements and the Prospectus Supplement or their commercial or
financial implications. The fact that we have provided this legal opinion to the Addressees (other than the Company) shall further not be deemed to have created any client relationship between us and the Addressees (other than the Company).
The following provisions shall also apply in respect of the provision of this legal opinion to the Addressees (other than the Company), except that if and to the extent that any general terms of engagement that we may have in place at the
date of this legal opinion with the Addressees (other than the Company) where such Addressees (other than the Company) are our clients have a different effect, then such other effect shall apply in relation to the provision of this legal
opinion:
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| 8.1 |
we shall have no obligation to advise the Addressees (other than the Company) in the future on any of the matters referred to in this legal opinion and the fact that we have provided this legal opinion to the Addressees (other than the
Company) (i) shall not restrict us from representing and advising the Company (if the Company so requests) in relation to any matter at any time in the future (whether or not separate legal advisors are retained on any such matters by the
Addressees (other than the Company)), and (ii) shall not be deemed to have caused us any conflict of interest in relation to the giving of any such advice; and
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as regards the Addressees (other than the Company), any non-contractual rights and obligations arising out of or in connection with this legal opinion are governed by and are to be construed in accordance with Luxembourg law and the courts
of Luxembourg have exclusive jurisdiction in respect of any dispute or matter arising out of or in connection with this legal opinion.
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Any Addressee who is entitled to, and does, rely on this legal opinion agrees, by so relying, that, to the fullest extent permitted by law and regulation (and except in the case of wilful misconduct or fraud) there is no assumption of
personal duty of care by, and such person will not bring any claim against, any individual who is a partner of, member of, employee of or consultant to Allen Overy Shearman Sterling SCS, société en
commandite simple, Allen Overy Shearman Sterling LLP or any other member of the group of A&O Shearman undertakings and that such person will instead confine any claim to Allen Overy Shearman Sterling SCS, société en commandite simple, Allen & Overy Shearman Sterling or any other member of the group of A&O Shearman undertakings (and for this purpose “claim” means (save only where law and regulation
applies otherwise) any claim, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise).
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Luxembourg legal concepts are expressed in English terms and not in their original French or German terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of
other jurisdictions. It should be noted that there are always irreconcilable differences between languages making it impossible to guarantee a totally accurate translation or interpretation. In particular, there are always some legal concepts
which exist in one jurisdiction and not in another, and in those cases it is bound to be difficult to provide a completely satisfactory translation or interpretation because the vocabulary is missing from the language. We accept no
responsibility for omissions or inaccuracies to the extent that they are attributable to such factors.
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We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission (the Commission) as an exhibit to the Registration Statement and to the
use of our name under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission. This opinion may be relied upon by Cravath, Swaine & Moore LLP in connection with the provision of its legal opinion to be rendered in connection with the Registration Statement.
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Yours faithfully,
/s/ Frank Mausen
Allen Overy Shearman Sterling SCS
Frank Mausen*
Partner
Avocat à la Cour
* This document is signed on behalf of Allen Overy Shearman Sterling SCS, a société en commandite simple, registered on list V of the
Luxembourg bar. The individual signing this document is a qualified lawyer representing this entity.
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