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A&L Goodbody LLP
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Dublin
Belfast
London
New York
San Francisco
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25 North Wall Quay
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Dublin 1
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D01 H104
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T: +353 1 649 2000
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DX: 29 Dublin | www.algoodbody.com
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Date
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14 May 2026
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Our ref
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AC4 01448064
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| 1.1 |
the Sales Agreement, the Registration Statement and the Prospectus Supplement (together, the Transaction Documents); and
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| 1.2 |
such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed.
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CE Gill • JG Grennan • VJ Power • SM Doggett • G O’Toole • N O’Sullivan • MJ Ward • D Widger • C Christle • S Ó Cróinin • DR Baxter • A McCarthy • JF Whelan • JB
Somerville
MF Barr • AM Curran • A Roberts • RM Moore • D Main • J Cahir • PM Murray • P Walker • K Furlong • PT Fahy • M Coghlan • DR Francis • A Casey • B Hosty M O’Brien • L Mulleady • K Ryan • E Hurley • D Dagostino • R Grey • R Lyons • J Sheehy • C Carroll • SE Carson • P Diggin • J Williams • A O’Beirne • J Dallas • SM Lynch M McElhinney • C Owens • AD Ion • K O'Connor • T Casey • M Doyle • CJ Comerford • R Marron • K O'Shaughnessy • S O'Connor • SE Murphy • D Nangle • C Ó Conluain • N McMahon HP Brandt • A Sheridan • N Cole • M Devane • D Fitzgerald • G McDonald • N Meehan • R O'Driscoll • B O'Malley • C Bollard • M Daly • D Geraghty • LC Kennedy • E Mulhern MJ Ellis • D Griffin • D McElroy • C Culleton • B Nic Suibhne • S Quinlivan • J Rattigan • K Mulhern • A Muldowney • L Dunne • A Burke • C Bergin • P Fogarty • CM Carroll • E Keane D Daly Byrne • S Kearney • SE King • J Greene • C Cashin • T Glavey • E O Connor • D Broderick • K Harnett • E O'Brien • S Ahern • BP Curran • J Quirke • H Shaw E Browne • MM O'Brien • S Egan • A O'Donoghue • L Hogan • S D’Ardis Consultants: Professor JCW Wylie • MA Greene • AV Fanagan • PM Law • SW Haughey • PD White
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| 2 |
We have further assumed the following without any responsibility on our part if any assumption proves to have been untrue as we have not independently verified any assumption:
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| 2.1 |
that the memorandum and articles of association of the Company as amended on 24 June 2021 (the Constitution) and as are available in the Irish Companies Registration Office as at the date of this
Opinion are correct and up to date;
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| 2.2 |
that, at the time of issuance of the Shares (or any of them), such issuance shall not be in contravention or breach of any agreement, undertaking, arrangement, deed or covenant affecting the Company or to which the Company is a party or
otherwise bound or subject, provided that (without any independent investigation on our part) we are not aware of any such contravention or breach;
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| 2.3 |
that, at the time of issuance of the Shares (or any of them), the Company will have sufficient authorised but unissued share capital to issue the Shares, and the Company will not have prior to, or by virtue of, such issuance, exceeded or
exceed the maximum number of Shares permitted to be issued pursuant to the Constitution and the Companies Act;
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| 2.4 |
that each party (other than the Company, for which we make no such assumption), to the extent that its activities in relation to the Transaction Documents will constitute the provision of an investment service operating in Ireland and
require authorisation, is acting under and within the terms of an authorisation to do so (which authorisation has been granted under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or a competent
authority for the purposes of Directive 2014/65/EU of 15 May 2014, as amended or extended from time to time, in another Member State) or is exempt from the requirement to have such authorisation;
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| 2.5 |
the compliance by the parties within the prescribed period(s) and in the prescribed manner, with any notification obligations that they may have under the provisions of Sections 257 to 265, 1048 and 1050 of the Companies Act 2014 (the Companies Act) and any respective notification obligations arising under the Irish Takeover Panel Act 1997 and any rules thereunder;
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| 2.6 |
the issuance of the Shares will be in compliance with the Irish Takeover Panel Act 1997, Takeover Rules 2022, and all applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations;
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| 2.7 |
that the Registration Statement and/or the Prospectus Supplement do not constitute (and is not intended/required to constitute) a prospectus within the meaning of Part 23 of the Companies Act and that no offer of securities to the public
is made, or will be made, that requires the publication of a prospectus pursuant to European Union and/or Irish prospectus law in general, or in particular pursuant to the Prospectus (Directive 2017/1128) Regulations EU 2017/2019 (as
amended);;
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| 2.8 |
that any Shares issued under the Transaction Documents will be in consideration of the receipt by the Company prior to the issuance of such Shares pursuant thereto of cash at least equal to the nominal value of such Shares and any
premium required to be paid up on the Shares pursuant to their terms of issuance;
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| 2.9 |
that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Transaction or the Transaction Documents;
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| 2.10 |
that copies produced to us of minutes of meetings, resolutions and/or authorities of the shareholders or the Board, including any appropriate committee appointed thereby, upon which we relied, were duly convened, duly quorate and held,
that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness
thereof and that such resolutions have not been varied, amended or revoked in any respect or have expired and that the Shares will be issued in accordance with such resolutions and authorities and the terms of the applicable Transaction
Document(s);
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| 2.11 |
that there is, at the relevant time of the allotment and issuance of the Shares (or any of them), no matter affecting the authority of the Board to allot and issue the Shares, not disclosed by the Constitution or the resolutions produced
to us, which would have any adverse implications in relation to the opinions expressed in this Opinion;
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| 2.12 |
that each director of the Company has disclosed any interest which he or she may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution and none of the directors of the Company has any
interest in the Transaction except to the extent permitted by the Constitution;
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| 2.13 |
the absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the Company and its respective officers, employees, agents and advisers and that the Company will issue the Shares in good faith, for its
legitimate and bona fide business purposes;
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| 2.14 |
that: (i) the Company will be fully solvent at the time of and immediately following the issue of any Shares; (ii) no resolution or petition for the appointment of a liquidator or examiner will be passed or presented prior to the issue
of any Shares; (iii) no receiver will have been appointed in relation to any of the assets or undertaking of the Company prior to the issue of any Shares and (iv) 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 any Shares;
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| 2.15 |
the Company has entered into the Transaction in good faith, for its legitimate business purposes, for good consideration, and that it derives commercial benefit from the Transaction commensurate with the risks undertaken by it in the
Transaction; and
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| 2.16 |
that the Company is not, by entering into the Transaction Documents or performing its obligations thereunder, providing financial assistance for the purpose of an acquisition (by way of subscription, purchase, exchange or otherwise) made
or to be made by any person of any shares in the Company which would be prohibited by Section 82 of the Companies Act.
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| 3 |
Having made such further investigation and reviewed such other documents as we have considered requisite or desirable, subject to the foregoing and to the within additional qualifications and assumptions, we are of the opinion that the
Shares, when issued in accordance with the terms and conditions of the Sales Agreement, including the payment of the relevant subscription amounts, will be duly authorised, validly issued, fully paid and will not be subject to calls for any
additional payments (non-assessable).
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| 4 |
The opinions set forth in this Opinion are given subject to the following qualifications:
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| 4.1 |
a particular course of dealing among the parties or an oral amendment, variation or waiver may result in an Irish court finding that the terms of the Transaction Documents have been amended, varied or waived even if such course of
dealing or oral amendment, variation or waiver is not reflected in writing among the parties;
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| 4.2 |
no opinion is expressed on the irrevocability of, or on the enforceability of the delegation of, any power of attorney under the Transaction Documents;
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| 4.3 |
no opinion is expressed on any deed of assignment, transfer, accession or similar document executed after the date of this opinion in relation to any of the rights and obligations contained in the Transaction Documents;
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| 4.4 |
no opinion is expressed on any deed or agreement envisaged by the Transaction Documents to be entered at a future date or any future action taken by a party under the Transaction Documents;
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| 4.5 |
no opinion is expressed as to whether the Transaction Documents breach any other agreement or instrument;
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| 4.6 |
if a party to any Transaction Document or to any transfer of, or payment in respect of, the Transaction Documents is controlled by or otherwise connected with a person (or is itself) resident in, incorporated in or constituted under the
laws of a country which is the subject of United Nations, European Union or Irish sanctions or sanctions under the Treaty on the Functioning of the European Union, as amended, or is otherwise the target of any such sanctions, then
obligations to that party under the relevant Transaction Documents or in respect of the relevant transfer or payment may be unenforceable or void; and
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| 4.7 |
we note the decision in the English case of R (on the application of Mercury Tax Ltd) v. Revenue and Customs Commissioners [2008] EWHC 2721. Although this decision will not be binding on the courts of Ireland it will be considered as
persuasive authority. One of the decisions in that case would appear to indicate that a previously executed signature page from one document may not be transferred to another document, even where the documents in question are simply updated
versions of the same document. Our Opinion is qualified by reference to the above referenced decision.
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