RE
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Luxembourg law legal opinion – Becton Dickinson Euro Finance S.à r.l. – S-3 Registration Statement
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REFERENCE
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70128692
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1
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INTRODUCTION
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2
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DEFINITIONS
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2.1
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Capitalised terms which are not otherwise defined herein are used as defined in the Schedules to this opinion letter.
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2.2
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In this opinion letter:
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3
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SCOPE OF INQUIRY
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3.1
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For the purpose of rendering this opinion letter, we have only examined and relied upon electronically transmitted copies of the executed Opinion
Document, electronically transmitted copies of the Offering Document and electronically transmitted copies of the documents listed in paragraph 3 (Organisational Documents) of Schedule 2 (Reviewed Documents).
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3.2
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We have not reviewed any documents incorporated by reference or referred to in the Opinion Document (unless included as an Opinion Document) and therefore
our opinions do not extend to such documents.
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4
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NATURE OF OPINION
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4.1
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We only express an opinion on matters of Luxembourg law in force on the date of this opinion letter, excluding unpublished case law. We undertake no
obligation to update it or to advise of any changes in such laws or case law, their construction or application.
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4.2
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Except as expressly stated in this opinion letter, we do not express an opinion on public international law or on the rules of, or promulgated under, any
treaty or by any treaty organisation or European law (save for rules implemented into Luxembourg law or directly applicable in Luxembourg), on regulatory and tax matters (including EMIR, AIFMD, MiFID II, MiFIR, SFTR, the Securitisation
Regulation and DAC 6 (including, in each case, their respective EU and national delegated or implementing legislation or regulation)), as well as on transfer pricing, competition, GDPR, accounting or administrative law, sanction laws and
regulations or as to the consequences thereof.
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4.3
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Our opinion is strictly limited to the matters stated herein. We do not express any opinion on matters of fact, on the commercial and other non-legal
aspects of the transactions contemplated by the Opinion Document and on any representations, warranties or other information included in the Opinion Document and any other document examined in connection with this opinion letter, except as
expressly stated in this opinion letter. We have made no investigation in the Luxembourg register of beneficial owners.
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4.4
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We express no opinion in respect of the validity and enforceability of the Opinion Document.
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4.5
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We express no opinion with respect to the Offering Document nor as regards the accuracy, truth or completeness of the information contained therein except
as expressly stated in this opinion letter.
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4.6
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In this opinion letter Luxembourg legal concepts are sometimes 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 term as they exist under the laws of other jurisdictions. In addition, for the purpose of different areas of Luxembourg law, for instance tax law, a term may have
a different meaning than for the purpose of other areas of Luxembourg law. The meaning to be attributed to the concepts described by the English terms shall be the meaning to be attributed to the equivalent Luxembourg concepts under the
relevant area of Luxembourg law.
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4.7
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This opinion letter may only be relied upon under the express condition that any issue of interpretation or liability arising hereunder will be governed
by Luxembourg law and be brought exclusively before the Courts of the District of Luxembourg-City.
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4.8
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This opinion letter is issued by Loyens & Loeff Luxembourg SARL and may only be relied upon under the express condition that any liability of Loyens
& Loeff Luxembourg SARL is limited to the amount paid out under its professional liability insurance policies. Only Loyens & Loeff Luxembourg SARL can be held liable in connection with this opinion letter.
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5
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OPINIONS
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5.1
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Corporate status
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5.2
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Corporate power
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5.3
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Due authorisation
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5.4
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Due execution
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6
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ADDRESSEES
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6.1
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This opinion letter is addressed to you and may only be relied upon by you in connection with the transactions to which the Opinion Document relates and
may not be disclosed to and relied upon by any other person without our prior written consent.
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6.2
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We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement. In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.
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Yours faithfully,
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Loyens & Loeff Luxembourg SARL
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/s/ Cédric Raffoul
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/s/ Frédéric Franckx
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Cédric Raffoul
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Frédéric Franckx
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Avocat à la Cour
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Avocat à la Cour
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(1)
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Becton, Dickinson and Company
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(2)
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Becton Dickinson Euro Finance S.à r.l.
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1
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OFFERING DOCUMENT
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2
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OPINION DOCUMENT
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3
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ORGANISATIONAL DOCUMENTS
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3.1
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RCS Documents
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3.1.1
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An excerpt pertaining to the Company delivered by the RCS dated 6 May 2021
(the Excerpt). |
3.1.2
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A certificate of absence of a judicial decision pertaining to the Company delivered by the RCS dated 6 May 2021, with respect to the situation of the
Company as at 5 May 2021 (the RCS Certificate).
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3.2
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Corporate Documents
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3.3
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Resolutions
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1
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DOCUMENTS
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1.1
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All original documents are authentic, all signatures (whether handwritten or electronic) are genuine and were inserted or agreed to
be inserted by the relevant individual, and all copies are complete and conform to the originals.
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1.2
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The information contained and the statements made in the Excerpt, the RCS Certificate and the Resolutions are true, accurate and complete at the Relevant
Date.
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2
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INCORPORATION, EXISTENCE, CORPORATE POWER
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2.1
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There were no defects in the incorporation process of the Company (not appearing on the face of the Deed of Incorporation). The Articles are in full force
and effect on the Relevant Date.
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2.2
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The Company has its central administration (administration
centrale) and has its centre of main interest (as described in the Insolvency Regulation) in Luxembourg and does not have an establishment (as described in the Insolvency Regulation) outside Luxembourg.
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2.3
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The Company complies with and adheres to all laws and regulations on the domiciliation of companies.
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2.4
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The issue of Debt Securities, the execution, entry into and performance by the Company of the Opinion Document, and the transactions in connection
therewith are (a) in its corporate interest, (b) with the intent of pursuing profit (but lucratif) and (c) serving the corporate object of the
Company.
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3
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AUTHORISATIONS
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3.1
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The Resolutions (a) correctly reflect the resolutions adopted by the board of managers of the Company, (b) have been validly adopted, with due observance
of the Articles and any applicable by-laws and (c) are in full force and effect.
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3.2
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The Company is not under any contractual obligation to obtain the consent, approval, co-operation, permission or otherwise of any third party or person in
connection with the execution of, entry into, and performance of its obligations under, the Opinion Document and the issuance of the Debt Securities.
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4
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EXECUTION
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4.1
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The Opinion Document has in fact been signed on behalf of the Company by the persons authorised to that effect.
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4.2
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All individuals having signed the Reviewed Documents and the Opinion Document have legal capacity and power under all relevant laws and regulations to do
so.
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5
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REGULATORY
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6
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ISSUE OF DEBT SECURITIES
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6.1
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The Debt Securities will only be offered pursuant to an exemption from the requirement to draw up a prospectus in accordance with the EU Prospectus
Regulation (EU 2017/1129) and the relevant implementing measures in any member state or the Notes will only be offered in circumstances which do not constitute an offer of securities to the public within the meaning of the EU Prospectus
Regulation.
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6.2
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The Debt Securities will not be listed on any market operated by the Luxembourg Stock Exchange.
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6.3
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The Debt Securities will be issued in registered form only.
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6.4
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Upon issuance, the Debt Securities will be subscribed, paid for, issued and registered in accordance with the terms of the Opinion Document.
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7
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MISCELLANEOUS
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7.1
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Each transaction entered into pursuant to, or in connection with, the Opinion Document (both together and individually) is based on
genuine legal and economic considerations and each payment and transfer made by, on behalf of, or in favour of, the Company is made at arm’s length.
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7.2
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Each party to the Opinion Document entered into and will perform its obligations under the Opinion Document in good faith, for the purpose of carrying out
its business and without any intention to defraud or deprive of any legal benefit any other party (including third party creditors) or to circumvent any mandatory law, regulation of any jurisdiction or contractual arrangements.
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7.3
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There are no provisions in the laws of any jurisdiction (other than Luxembourg) or in the documents mentioned in the Opinion Document, which would
adversely affect, or otherwise have any negative impact on this opinion letter.
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1
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INSOLVENCY
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2
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ACCURACY OF INFORMATION
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2.1
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Corporate documents of, and court orders affecting, the Company may not be available at the RCS forthwith upon their execution and filing and there may be
a delay in the filing and publication of the documents or notices related thereto. We express no opinion as to the consequences of any failure by the Company to comply with its filing, notification, reporting and publication obligations.
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2.2
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Documents relating to a Luxembourg company the publication of which is required by law will only be valid towards third parties from the day of their
publication with the Electronic Register of Companies and Associations (Recueil Electronique des Sociétés et Associations), unless the company
proves that the relevant third parties had prior knowledge thereof. Third parties may however rely upon such documents which have not yet been published. For 15 days following their publication, such documents will not be valid towards
third parties who prove the impossibility for them to have knowledge thereof.
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2.3
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The Articles, the Excerpt and the RCS Certificate do not constitute conclusive evidence whether or not a winding-up, administration petition or order has
been presented or made, a receiver has been appointed, an arrangement with creditors has been proposed or approved or any other Insolvency Proceedings have commenced.
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3
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INCORPORATION, EXISTENCE AND CORPORATE POWER
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4
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POWERS OF ATTORNEY
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5
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MISCELLANEOUS
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5.1
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We express no opinion on general defences under Luxembourg law, such as duress, deceit (dol) or mistake (erreur).
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5.2
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The registration of the Opinion Document (and any documents in connection therewith) with the Registration,
Estates and VAT Department (Administration de l'enregistrement et des domaines et de la TVA) in Luxembourg is required in case the Opinion Document (and any documents in connection therewith) is (i) enclosed to a deed which is compulsorily registrable (acte obligatoirement enregistrable) or (ii) deposited with the official records of a notary (déposé
au rang des minutes d’un notaire). Even if registration is not required by law, the Opinion Document (and any documents in connection therewith) can also be produced for registration (présenté à l’enregistrement). In case of registration, registration duties will apply in the form of a fixed amount or an ad valorem amount depending on the nature of the document. The Luxembourg courts or the official Luxembourg authority may require that the Opinion Document (and any documents in
connection therewith) are translated into French, German or Luxembourgish.
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