Exhibit 5.2

Lloyds Banking Group plc

The Mound

Edinburgh

EH1 IYZ

22 December 2010

Dear Sirs

Lloyds Banking Group plc

Shelf registration statement filed with the United States Securities and Exchange Commission on Form F-3 on 28 June 2010, as amended (the “Programme”)

We have acted as Scottish legal advisers to Lloyds Banking Group plc (the Company) in connection with the registration under the US Securities Act of 1933, as amended (the Securities Act), of subordinated debt securities and senior debt securities of the Company pursuant to a registration statement on Form F-3 filed under the Securities Act with the Securities and Exchange Commission (the SEC) on 28 June 2010, as amended by the post-effective amendment filed by the Company with the SEC on 22 December 2010 (the Registration Statement).

This opinion is limited to Scots law as applied by the Scottish courts and is given on the basis that it will be governed by and construed in accordance with Scots law. In particular, we express no opinion herein with regard to any system of law (including, for the avoidance of doubt, English law, the federal laws of the United States of America and the laws of the State of New York) other than the laws of Scotland as currently applied by the Scottish courts.

3.	For the purpose of this opinion we have examined the documents listed and, where appropriate, defined in the Schedule to this opinion.

4.	We have assumed that:

(a)

(except in the case of the Company) all relevant documents are within the capacity and powers of, and (other than the Debt Securities) have been validly authorised by, each party;

(b)

each issue of Debt Securities by the Company will be validly authorised by the Company;

(c)

(in the case of each party) all relevant documents have been or (in the case of the Debt Securities) will be validly executed and delivered by the relevant party;

(d)

each of the documents which are the subject of this opinion is valid, binding and enforceable on each party under the law to which it is expressed to be subject where that is not Scots law, and that words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by Scots law; and

(e)

the issue of the Debt Securities will not be affected by any financial restrictions arising from United Nations, European Union or United Kingdom sanctions or exchange control legislation, regulations or orders.

5.	References in this opinion to:

the Programme Documents are to the Registration Statement, the Senior Indenture and the Subordinated Indenture (together with the Senior Indenture, the Indentures);

the Debt Securities are to the debt securities which may be issued by the Company under the Senior Indenture or the Subordinated Indenture pursuant to the Programme; and

Subordinated Debt Securities are to Debt Securities which are issued, authenticated and delivered under the Subordinated Indenture.

6.	Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above and subject to the qualifications in paragraphs 7 and 8 below and to any matters not disclosed to us, we are of the following opinion:

(1)

The Company is a company incorporated in Scotland under the Companies Act 1985.

(2)

The Company has corporate power to enter into and to perform its obligations under the Programme Documents and the Debt Securities, and has taken all necessary corporate action to authorise its execution, delivery and performance of the Programme Documents.

(3)

Save for the authorisation of each issue of Debt Securities required in accordance with the Minutes, the Company has taken all necessary corporate action to authorise its execution, delivery and performance of the Debt Securities.

(4)

The subordination provisions contained in the Subordinated Debt Securities and Section 12.01 of the Subordinated Indenture, insofar as they relate to the Company, constitute legal, valid, binding and enforceable obligations of the Company.

The term “enforceable” as used above means that the obligations assumed by the relevant party under the relevant document are of a type which the Scottish courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

(1)

enforcement may be limited by (a) bankruptcy, insolvency and liquidation, (b) reorganisation, (c) laws of general application relating to or affecting the rights of creditors, and (d) general principles of equity;

(2)

an order of specific implement will not normally be made in respect of any obligation to pay money, and interdict and specific implement are discretionary remedies; and

(3)

rights may become extinguished by prescription, and claims may be time-barred by limitation or may be or become subject to retention, set-off or compensation.

8.	This opinion is subject to the following:

(1)

It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the

reasonableness of any statements of opinion, contained in the Registration Statement, or that no material facts have been omitted from it.

(2)

A certificate, determination, notification, minute or opinion might be held by the Scottish courts not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in any document to the contrary.

(3)

A Scottish court may, or may be required to, stay proceedings or decline jurisdiction in certain circumstances - for example, if proceedings are brought elsewhere.

(4)

The effectiveness of provisions relating to the choice of law to govern non-contractual obligations will be subject, where applicable, to Regulation (EC) No 864/2007 of the European Parliament and of the Council on the law applicable to non-contractual obligations (the Rome II Regulation). The effectiveness of such provisions in situations where the Rome II Regulation does not apply is uncertain.

(5)

Effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of a contract have to be performed, in so far as those provisions render the performance of the contract unlawful. In such circumstances, the relevant obligations may not be enforceable.

(6)

A Scottish court may refuse to give effect to any provision of an agreement which amounts to an indemnity in respect of the costs of unsuccessful litigation brought before a Scottish court or where the court has itself made an order for costs.

(7)

The Scottish courts are prepared to give judgments in foreign currency if that was the proper currency of the contract. The judgment may, however, require to be converted into Sterling for enforcement purposes. Foreign currency amounts claimed in a Scottish liquidation (including distributions of income or capital due to or claimed by holders of Debt Securities) must be converted into Sterling at the exchange rate prevailing at the date of commencement of the liquidation.

(8)

We express no opinion upon United Kingdom taxation matters (including stamp duty and stamp duty reserve tax), the Financial Services and Markets Act 2000 and regulations thereunder, and banking regulation and supervision.

(9)

This opinion is subject to the provisions of the Banking Act 2009 and any secondary legislation, instruments and orders made, or which may be made, under it.

This opinion is given on the basis that there will be no amendment to, or termination or replacement of, the documents, authorisations and opinions referred to in the Schedule to this opinion and on the basis of Scots law in force as at the date of this opinion. This opinion is also given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in Scots law after the date of this opinion.

10.

We hereby consent (i) to the use of our name in the prospectus forming a part of the Registration Statement in the forms and contexts in which it appears, (ii) to the filing of this opinion as an exhibit to the Registration Statement, and (iii) to the incorporation of this opinion and consent in a registration statement filed pursuant to Rule 462(b) of the Securities Act.

Yours faithfully

/s/ Donald Cumming

Partner, for and on behalf of Dundas & Wilson CS LLP

SCHEDULE

1.	A certified copy of the Memorandum and Articles of Association of the Company.

2.	Copy extracts of the minutes of a meeting of the Board of Directors of the Company held on 15 April 2010 and an authorisation memo from Group Corporate Treasury to the Group Finance Director dated 29 April 2010 and signed by the Group Finance Director on 29 April 2010 (together the Minutes).

3.	the Registration Statement, including the form of prospectus relating to the Programme.

4.	Senior Debt Securities Indenture filed with SEC on 28 June 2010 as an exhibit to the Registration Statement (the SeniorIndenture) between the Company and The Bank of New York Mellon (the Trustee) relating to the Programme.

5.	Subordinated Debt Securities Indenture filed with SEC on 28 June 2010 as an exhibit to the Registration Statement (the SubordinatedIndenture) between the Company and the Trustee relating to the Programme.

6.	A copy of the opinion dated 28 June 2010 of Davis Polk & Wardwell LLP, US Counsel to the Company.