exv5w24

EXHIBIT 5.24

[Letterhead of Debevoise & Plimpton LLP]

June 8, 2012

Reynolds Group Holdings Limited
Level Nine
148 Quay Street
Auckland 1140 New Zealand

Reynolds Group Issuer Inc.
c/o National Registered Agents, Inc.
160 Greentree Drive, Suite 101,
Dover, Delaware 19904

Reynolds Group Issuer LLC
c/o National Registered Agents, Inc.
160 Greentree Drive, Suite 101,
Dover, Delaware 19904

Reynolds Group Issuer (Luxembourg) S.A.
6C Rue Gabriel Lippmann,
L-5365 Munsbach, Grand Duchy of Luxembourg

and the Guarantors listed on Annex A attached hereto

Dear Sirs,

Registration Statement on Form F-4 (the “Registration Statement”)

We have acted as English counsel to Closure Systems International (UK) Limited (“CSI UK”), Reynolds Consumer Products (UK) Limited (“RCPL”), Reynolds Subco (UK) Limited (“Subco”), SIG Combibloc Limited (“SIGCL”), SIG Holdings (UK) Limited (“SIG Holdings”, and together with CSI UK, RCPL, Subco and SIGCL, the “Swing Tier II English Companies”), Ivex Holdings, Ltd. (“Ivex”), Kama Europe Limited (“Kama”, and together with Ivex, the “Juno English Companies”), J. & W. Baldwin (Holdings) Limited (“J. and W.”), Omni-Pac U.K. Limited (“Omni-Pac”) and The Baldwin Group Limited (“Baldwin”, and together with J. and W. and Omni-Pac, the “Boom English Companies”) (each a “Company” and together the “Companies”) in connection with the entry into by, and/or accession of, the Companies to (i) an indenture dated as of November 5, 2009, providing for the co-issuance by Reynolds Group Issuer LLC, Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. of 7.75% senior secured notes in an amount of US$1,125 million due 2016 and €450 million due 2016 (the “2009 Indenture”), (ii) an indenture dated as of May 4, 2010, providing for the co-issuance by Reynolds Group Issuer LLC,

Reynolds Group Issuer Inc. and Reynolds Group Issuer (Luxembourg) S.A. of 8.50% senior notes in an amount of US$1,000 million due 2018 (the “May 2010 Indenture”), (iii) an indenture dated as of October 15, 2010, providing for the co-issuance by RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. of 7.125% senior secured notes in an amount of US$1,500 million due 2019 (the “October 2010 Senior Secured Notes Indenture”) and to an indenture dated as of October 15, 2010, providing for the co-issuance by RGHL US Escrow I Inc., RGHL US Escrow I LLC and RGHL Escrow Issuer (Luxembourg) I S.A. of 9.000% senior notes in an amount of US$1,500 million due 2019 (the “October 2010 Senior Notes Indenture” and, together with the October 2010 Senior Secured Notes Indenture, the “October 2010 Indentures”), (iv) an indenture dated as of February 1, 2011, providing for the co-issuance by Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. of 6.875% senior secured notes in an amount of US$1,000 million due 2021 (the “February 2011 Senior Secured Notes Indenture”) and to an indenture dated as of February 1, 2011, providing for the co-issuance by Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. of 8.250% senior unsecured notes in an amount of US$1,000 million due 2021 (the “February 2011 Senior Notes Indenture” and, together with the February 2011 Senior Secured Notes Indenture, the “February 2011 Indentures”) and (v) an indenture dated as of August 9, 2011, providing for the co-issuance by RGHL US Escrow II LLC and RGHL US Escrow II Inc. of 7.875% senior secured notes in an amount of US$1,500 million due 2019 (the “August 2011 Senior Secured Notes Indenture”) and to an indenture dated as of August 9, 2011, providing for the co-issuance by RGHL US Escrow II LLC and RGHL US Escrow II Inc. of 9.875% senior unsecured notes in an amount of US$1,000 million due 2019 (the “August 2011 Senior Notes Indenture” and, together with the August 2011 Senior Secured Notes Indenture, the “August 2011 Indentures”).

1. Documents

For the purposes of this letter, we have examined the following documents:

(a)

executed copies of:

				(i) the 2009 Indenture;

				(ii) the May 2010 Indenture;

				(iii) the October 2010 Indentures;

				(iv) the February 2011 Indentures; and

(v) the August 2011 Indentures,

the documents in paragraph (a) together being the “Documents”.

(b)

in respect of the Swing Tier II English Companies, executed copies of:

(i) Second Supplemental Indenture to the 2009 Indenture, dated as of December 2, 2009, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent;

(ii) May 2010 Indenture;

(iii) First Senior Secured Notes Supplemental Indenture to the October 2010 Senior Secured Notes Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent;

(iv) First Senior Notes Supplemental Indenture to the October 2010 Senior Notes Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent;

(v) February 2011 Senior Secured Notes Indenture;

(vi) February 2011 Senior Notes Indenture;

(vii) First Senior Secured Notes Supplemental Indenture to the August 2011 Senior Secured Notes Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto (including the Companies) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent; and

(viii) First Senior Notes Supplemental Indenture to the August 2011 Senior Notes Indenture, dated as of September 8, 2011, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., certain additional note guarantors listed thereto (including the Companies) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent,

the documents in paragraph (b) together being the “Swing Tier II English Companies Transaction Documents”.

(i) Tenth Supplemental Indenture to the 2009 Indenture, dated as of September 1, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto, The Bank of New York Mellon, as trustee and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent;

(ii) Third Supplemental Indenture to the May 2010 Indenture, dated as of September 1, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee;

(v) February 2011 Senior Secured Notes Indenture;

(vi) February 2011 Senior Notes Indenture;

the documents in paragraph (c) together being the “Juno English Companies Transaction Documents”.

(d) in respect of the Boom English Companies, executed copies of:

(i) Thirteenth Supplemental Indenture to the 2009 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent and Wilmington Trust (London) Limited, as additional collateral agent;

(ii) Sixth Supplemental Indenture to the May 2010 Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent;

(iii) Third Senior Secured Notes Supplemental Indenture to the October 2010 Senior Secured Notes Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon,

as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent;

(iv) Third Senior Notes Supplemental Indenture to the October 2010 Senior Notes Indenture, dated as of November 16, 2010, among Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A, certain additional note guarantors listed thereto and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent;

(v) February 2011 Senior Secured Notes Indenture;

(vi) February 2011 Senior Notes Indenture;

the documents in paragraph (d) together being the “Boom English Companies Transaction Documents”, and

the documents in paragraphs (b), (c) and (d) together being the “Transaction Documents”.

(e) in respect of each Company copies of:

(i) its memorandum and articles of association obtained pursuant to the Searches referred to below;

(ii) its certificate of incorporation, together with any certificate(s) of incorporation on change of name obtained pursuant to the Searches referred to below;

(iii) in respect of CSI UK:

	(A)		resolutions of its board of directors dated October 15, 2009, October 30, 2009, April 22, 2010, October 1, 2010, January 25, 2011 and July 20, 2011;

	(B)		resolutions of its shareholder dated October 16, 2009, October 22, 2009, April 22, 2010, October 1, 2010, January 25, 2011 and July 20, 2011;

	(C)		powers of attorney dated October 15, 2009, April 22, 2010, October 1, 2010, January 25, 2011 and July 20, 2011, in respect of the relevant Swing Tier II English Companies Transaction Documents; and

	(D)		officer’s certificates dated December 2, 2009, May 4, 2010, November 16, 2010, February 1, 2011 and September 8, 2011;

	(iv)		in respect of RCPL:

	(A)		resolutions of its board of directors dated October 16, 2009, October 30, 2009, April 22, 2010, October 1, 2010, January 26, 2011 and July 20, 2011;

	(B)		resolutions of its shareholder dated October 16, 2009, October 22, 2009, April 22, 2010, October 1, 2010, January 26, 2011 and July 20, 2011;

	(C)		powers of attorney dated October 30, 2009, April 22, 2010, October 1, 2010, January 26, 2011 and July 20, 2011, in respect of the relevant Swing Tier II English Companies Transaction Documents; and

	(D)		officer’s certificates dated December 2, 2009, May 4, 2010, November 16, 2010, February 1, 2011 and September 8, 2011;

	(v)		in respect of Subco:

	(A)		resolutions of its board of directors dated October 29, 2009, October 30, 2009, April 22, 2010, October 1, 2010, January 26, 2011 and July 27, 2011;

	(B)		resolutions of its shareholder dated October 23, 2009, October 30, 2009, April 22, 2010, October 4, 2010, January 26, 2011 and July 27, 2011;

	(C)		powers of attorney dated October 29, 2009, April 22, 2010, October 1, 2010, January 26, 2011 and July 27, 2011, in respect of the relevant Swing Tier II English Companies Transaction Documents; and

	(D)		officer’s certificates dated December 2, 2009, May 4, 2010, November 16, 2010, February 1, 2011 and September 8, 2011;

	(vi)		in respect of SIGCL:

	(A)		resolutions of its board of directors dated October 21, 2009, October 30, 2009, November 23, 2009, April 23, 2010, October 1, 2010, January 26, 2011 and July 20, 2011;

	(B)		resolutions of its shareholder dated October 21, 2009, November 23, 2009, April 23, 2010, October 1, 2010, January 26, 2011 and July 20, 2011;

	(C)		powers of attorney dated October 21, 2009, November 23, 2009, April 23, 2010, October 1, 2010, January 26, 2011 and July 20, 2011, in respect of the relevant Swing Tier II English Companies Transaction Documents; and

	(D)		officer’s certificates dated December 2, 2009, May 4, 2010, November 16, 2010, February 1, 2011 and September 8, 2011;

	(vii)		in respect of SIG Holdings:

	(A)		resolutions of its board of directors dated October 28, 2009, November 1, 2009, November 23, 2009, April 23, 2010, October 1, 2010, January 25, 2011 and July 20, 2011;

	(B)		resolutions of its shareholder dated October 28, 2009, November 23, 2009, April 23, 2010, October 4, 2010, January 25, 2011 and July 20, 2011;

	(C)		powers of attorney dated October 28, 2009, November 23, 2009, April 23, 2010, October 1, 2010, January 25, 2011 and July 20, 2011, in respect of the relevant Swing Tier II English Companies Transaction Documents; and

	(D)		officer’s certificates dated December 2, 2009, May 4, 2010, November 16, 2010, February 1, 2011 and September 8, 2011;

	(viii)		in respect of Ivex:

	(A)		resolutions of its board of directors dated August 25, 2010, October 1, 2010, January 25, 2011 and July 20, 2011;

	(B)		resolutions of its shareholder dated August 26, 2010, October 1, 2010, January 25, 2011 and July 20, 2011;

	(C)		powers of attorney dated August 25, 2010, October 1, 2010, January 25, 2011 and July 20, 2011, in respect of the relevant Juno English Companies Transaction Documents; and

	(D)		officer’s certificates dated September 1, 2010, November 16, 2010, February 1, 2011 and September 8, 2011;

	(ix)		in respect of Kama:

	(A)		resolutions of its board of directors dated August 25, 2010, October 1, 2010, January 26, 2011 and July 20, 2011;

	(B)		resolutions of its shareholder dated August 25, 2010, October 1, 2010, January 26, 2011 and July 20, 2011;

	(C)		powers of attorney dated August 25, 2010, October 1, 2010, January 26, 2011 and July 20, 2011, in respect of the relevant Juno English Companies Transaction Documents; and

	(D)		officer’s certificates dated September 1, 2010, November 16, 2010, February 1, 2011 and September 8, 2011;

	(x)		in respect of J. and W.:

	(A)		resolutions of its board of directors dated November 16, 2010, January 26, 2011 and July 20, 2011;

	(B)		resolutions of its shareholder dated November 16, 2010, January 26, 2011 and July 20, 2011;

	(C)		special resolutions of its shareholder dated November 16, 2010, amending the constitution of J. and W.;

	(D)		powers of attorney dated November 16, 2010, January 26, 2011 and July 20, 2011, in respect of the relevant Boom English Companies Transaction Documents; and

	(E)		officer’s certificates dated November 16, 2010, February 1, 2011 and September 8, 2011;

	(xi)		in respect of Omni-Pac:

	(A)		resolutions of its board of directors dated November 16, 2010, January 26, 2011 and July 20, 2011;

	(B)		resolutions of its shareholder dated November 16, 2010, January 26, 2011 and July 20, 2011;

	(C)		special resolutions of its shareholder dated November 16, 2010, amending the constitution of Omni-Pac;

	(D)		powers of attorney dated November 16, 2010, January 26, 2011 and July 20, 2011, in respect of the relevant Boom English Companies Transaction Documents; and

	(E)		officer’s certificates dated November 16, 2010, February 1, 2011 and September 8, 2011;

	(xii)		in respect of Baldwin:

	(A)		resolutions of its board of directors dated November 16, 2010, January 26, 2011 and July 20, 2011;

	(B)		resolutions of its shareholder dated November 16, 2010, January 26, 2011 and July 20, 2011;

	(C)		special resolutions of its shareholder dated November 16, 2010, amending the constitution of Baldwin;

	(D)		powers of attorney dated November 16, 2010, January 26, 2011 and July 20, 2011, in respect of the relevant Boom English Companies Transaction Documents; and

	(E)		officer’s certificates dated November 16, 2010, February 1, 2011 and September 8, 2011.

Save as mentioned above or in Section 2 below, for the purposes of this letter, we have not examined any contracts, instruments or other documents entered into by or affecting the Companies or any corporate records of the Companies and we have not made any other enquiries concerning any of them.

2. Searches

For the purposes of this letter, we have conducted only the following searches and enquiries (together the “Searches”) (which Searches did not necessarily reveal the up-to-date, complete or accurate position):

(a) a search of the information available on file at Companies House in respect of each Company conducted at 9:55 a.m. on June 8, 2012; and

(b) an enquiry by telephone made in respect of each Company at the Central Index of Winding Up Petitions at 10:43 a.m. on June 8, 2012.

3. English Law

The opinions set out in this letter are given only with respect to domestic English law in force at the date of this letter and not, for the avoidance of doubt, its conflict of laws rules and on the basis that they will be interpreted in accordance with the laws of England. We express no opinion in this letter on the laws of any jurisdiction other than England and we assume that no foreign law affects this opinion. Without limiting the generality of the foregoing, we express no opinion on European Union law (save as it has been directly enacted into the English domestic law). We express no opinion on matters of fact.

4. Assumptions

The opinions set out in this letter are based upon the assumptions that:

(a) all signatures, stamps and seals appearing on the documents examined by us are genuine;

(b) the documents submitted to us as originals are authentic, accurate and complete;

(c) the copies of documents submitted to us (including as certified, notarised, conformed, photocopied, scanned or faxed copies) conform to the originals;

(d) the entering into each of the Transaction Documents and the exercise of rights and performance of obligations under it are within the capacity and powers of each of the parties to it (other than the Companies);

(e) each of the Transaction Documents is duly authorised by and duly executed and delivered by or on behalf of each of the parties to it (other than the Companies);

(f) there are no other arrangements between any of the parties to the Transaction Documents and the Documents which modify or supersede any of the terms of the Transaction Documents and the Documents;

(g) all statements as to matters of fact contained in the Transaction Documents and the Documents are accurate;

(h) in respect of any party to any of the Transaction Documents and the Documents and its respective directors, employees, agents and advisers (other than Debevoise & Plimpton LLP), there is no bad faith, fraud, coercion, duress or undue influence;

(i) due compliance with all matters (including, without limitation, the obtaining of necessary consents and approvals and the making of necessary filings and registrations and due compliance with all execution and delivery requirements) required in connection with each of the Transaction Documents and the Documents in jurisdictions other than England and Wales has been effected and that such compliance remains in full force and effect and will continue to be effective where required for the validity and enforceability under any law (other than English law) of the Transaction Documents and the Documents and that the performance of each of the obligations under each of the Transaction Documents and the Documents is not illegal or contrary to public policy or law in any place outside England and Wales in which that obligation is to be performed; and no foreign law affects this opinion;

(j) each of the parties to the Transaction Documents and the Documents will comply with all applicable provisions of the Financial Services and Markets Act 2000 (“FSMA”) and regulations made under FSMA with respect to anything done by it in relation to the Transaction Documents and the Documents in, from or otherwise

involving the United Kingdom including, without limitation, section 19 (the general prohibition), section 21 (restrictions on financial promotion), section 118 (market abuse) and section 397 (misleading statements and practices);

(k) the resolutions of the board of directors of each Company referred to in paragraphs 1(e)(iii)(A), 1(e)(iv)(A), 1(e)(v)(A), 1(e)(vi)(A), 1(e)(vii)(A), 1(e)(viii)(A), 1(e)(ix)(A), 1(e)(x)(A), 1(e)(xi)(A) and 1(e)(xii)(A) were duly and validly passed as written resolutions in accordance with the requirements set out in each Company’s articles of association, the shareholder resolutions referred to in paragraphs 1(e)(iii)(B), 1(e)(iv)(B), 1(e)(v)(B), 1(e)(vi)(B), 1(e)(vii)(B), 1(e)(viii)(B), 1(e)(ix)(B), 1(e)(x)(B), 1(e)(xi)(B) and 1(e)(xii)(B) and the special shareholder resolutions referred to in paragraphs 1(e)(x)(C), 1(e)(xi)(C) and 1(e)(xii)(C) were duly and validly passed as written resolutions in accordance with the requirements of the Companies Act 2006 and none of the resolutions or powers of attorney referred to in paragraph 1(e) has been rescinded or amended and each remains in full force and effect;

(l) in respect of the board resolutions referred to in paragraphs 1(e)(iii)(A), 1(e)(iv)(A), 1(e)(v)(A), 1(e)(vi)(A), 1(e)(vii)(A), 1(e)(viii)(A), 1(e)(ix)(A), 1(e)(x)(A), 1(e)(xi)(A) and 1(e)(xii)(A), (i) in passing such resolutions the directors of the relevant Company were acting in good faith, (ii) the transactions and other matters referred to in such resolutions of the board were entered into and effected by each such Company for the purpose of carrying on its business, (iii) at the time such transactions or matters were entered into or effected the directors of each such Company had reasonable grounds for believing that the transactions or matters would promote the success of such Company for the benefit of its members as a whole and (iv) the directors of the relevant Company exercised their powers in connection with the transactions or matters in accordance with their duties under all applicable laws and the memorandum and articles of association of the relevant Company;

(m) each director of each Company has disclosed any interest which such director may have in the transactions contemplated by the Transaction Documents to which each such Company is a party (the “Transactions”) in accordance with the provisions of the Companies Act 2006 and the articles of association of the relevant Company of which he is a director and no such director has any interest in the Transactions except to the extent permitted by the relevant articles of association;

(n) there has been no alteration in the status or condition of any Company as disclosed by the Searches and those Searches are complete and accurate in all respects;

(o) the Transaction Documents and the Documents would have the same meaning and effect when construed under the laws of the jurisdictions expressed to govern them as they would if they were governed by English law;

(p) no Company will become a bank, a holding company of a bank, building society or a credit union, or a group undertaking of any such entities (as such terms are defined in Part 1 of the Banking Act 2009); no asset over which security is to be created by a Company will comprise Securities issued by a bank or holding company of a bank (as such terms are defined in the Banking Act 2009) or deferred shares or private membership rights in a building society; and

(q) none of the Companies will at any time have, either their “centre of main interests” (as that term is used in Article 3(1) of the Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings which came into force on 31 May 2002 (the “Regulation”)) or an establishment in any Member State of the European Union for the purpose of Article 3(2) of the Regulation, in each case, other than the United Kingdom.

5. Opinions as to English Law

On the basis of the assumptions set out above and subject to the reservations set out below, we are of the opinion that:

(a) each Company has been duly incorporated and is a validly existing company under English law;

(b) each Company has the corporate power and authority to execute and enter into each of the Transaction Documents to which it is a party;

(d) the entry into and performance of each Transaction Document (in accordance with the provisions of the Transaction Documents) by each Company party to it will not result in a violation of the provisions of its memorandum and articles of association as currently in effect; and

(e) all corporate action required to authorise the execution and delivery by each Company of each Transaction Document to which it is a party and the performance by it of its obligations under such Transaction Document has been taken.

6. Reservations

The opinions set out in this letter are qualified by the following reservations:

(a) Role: Our role in rendering this opinion has been confined to reviewing the Transaction Documents and the Documents from the point of view of English law to the extent necessary for the purpose of rendering this opinion. Accordingly, except for those matters of English law which are specifically addressed in this opinion, we

express no opinion or view on the Transactions, any other documentation relating thereto, or any other legal issue including (without limitation) whether the Transaction Documents or the Documents are effective for any commercial, accounting, tax or legal objectives or purposes of the parties thereto.

(b) Other jurisdictions: English law may have regard to the law of the place of performance of any obligation under the Transaction Documents or the Documents which is to be performed outside England and Wales. It may refer to that law in relation to the manner of performance and the steps to be taken in the event of defective performance.

(c) Insolvency: The opinions contained in this letter are subject to and may be affected by the provisions of any applicable bankruptcy, liquidation, insolvency, reorganisation, administration, moratorium, fraudulent transfer, rescheduling, preference, undervalue transaction or other laws (whether under domestic English law or EU law) relating to or affecting the enforcement of creditors’ rights generally;

(d) Restrictions: We express no opinion on whether the Transaction Documents or the Documents or the performance of any obligation thereunder may result in the breach of any restrictions imposed on any of the parties by any instrument (other than the memorandum and articles of association of the Companies) to which they are a party or by which they may be bound.

(e) Financial condition: We express no opinion or make any form of representation as to any matter of fact, or the financial condition or prospects, or accounting position, relating to any Company.

(f) Tax: We express no opinion as to tax liabilities in England and Wales or any other jurisdiction (including, without limitation, taxes on income or profits, value added tax and stamp duties or returns) or other filings to be made in respect of any tax liabilities, arising out of the Transaction Documents or the Documents or any other transactions contemplated or effected thereby.

(g) Anti-Terrorism Legislation: Legislation, treasury rules and regulations in England restrict or prohibit payments, transactions and dealings with assets and individuals or entities having a proscribed connection with certain countries or subject to international sanctions or associated with terrorism.

(h) Banking Act 2009: The opinions set out in this letter are subject to any limitations arising from any measures taken in relation to a bank or a holding company of a bank or a building society (as such terms are defined in Part 1 of the Banking Act 2009) or any changes in law made pursuant to the powers contained in Part 1 of the Banking Act 2009 which are designed to address the situation where all or part of the

business of a bank or building society has encountered, or is likely to encounter, financial difficulties.

The opinions set out in this letter are addressed to and intended for your benefit. We assume no responsibility to update or supplement the opinions set out in this letter to reflect any facts or circumstances which may come to our attention, or any changes in laws which may occur, after the date of effectiveness of the Registration Statement.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Securities” in the Prospectus included in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.


	Yours faithfully,
	/s/ Debevoise & Plimpton LLP

	Debevoise & Plimpton LLP