EX-5.(B) 3 tm2420521d8_ex5b.htm EXHIBIT 5.(B)

 

Exhibit 5(b)

 

Linklaters LLP

One Silk Street

London EC2Y 8HQ

Telephone (+44) 20 7456 2000

Facsimile (+44) 20 7456 2222

DX Box Number 10 CDE

 

Unilever PLC
100 Victoria Embankment
Blackfriars
London
EC4Y 0DY

 

 

  12 August 2024

 

Unilever PLC – Guarantee of U.S.$750,000,000 4.250% Senior Notes due 2027 (the “2027 Notes”) and U.S.$1,000,000,000 4.625% Senior Notes due 2034 (the “2034 Notes” and, together with the 2027 Notes, the “Notes”) issued by Unilever Capital Corporation (the “English Guarantee”)

 

1We have acted as your English legal advisers in connection with the issue by Unilever Capital Corporation, a Delaware corporation (“UCC”) of the Notes, which are stated to be jointly, severally, fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest by Unilever PLC and Unilever United States Inc. (“UNUS”). The Notes and the English Guarantee are being issued pursuant to the Indenture (as defined in the Schedule). We have taken instructions solely from Unilever PLC.

 

2This opinion is limited to English law as applied by the English courts and in effect on the date of this opinion. It is given on the basis that it, and all matters relating to it, will be governed by, and that it (including all terms used in it) will be construed in accordance with English law. In particular we express no opinion on matters of federal law of the United States, the laws of any State of the United States or the laws of any other jurisdiction.

 

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

 

4We have assumed that:

 

4.1all copy documents conform to the originals and all originals are genuine and complete;

 

4.2each signature is the genuine signature of the individual concerned;

 

4.3(except in the case of Unilever PLC) all relevant documents are within the capacity and powers of, and have been validly authorised by, each of the respective parties thereto

 

4.4the meeting of the Board of Directors of Unilever PLC held on 17 November 2022 (in respect of which a certified extract of the minutes has been supplied to us) was duly convened, constituted and quorate and the resolutions referred to in the PLC Minutes were validly passed and remain in full force and effect without modification

 

This communication is confidential and may be privileged or otherwise protected by work product immunity.

 

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Law Society of England and Wales. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.

 

Please refer to www.linklaters.com/regulation for important information on our regulatory position.

 

 

 

 

4.5the PLC Minutes and other corporate documents are true and complete records of the proceedings described therein and have not been amended, modified or rescinded

 

4.6the PLC Resolutions (in respect of which a certified copy has been supplied to us) were validly passed and remain in full force and effect without modification

 

4.7each of the documents which are the subject of this opinion is valid and binding on each party under the law to which it is expressed to be subject and that words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by English law and

 

4.8all documents furnished to us as copies are genuine, authentic and complete and conform to the original documents of which they are copies and the genuineness of all signatures thereon or on the original thereof and the relevant documents have been executed in the forms reviewed by us.

 

5Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above, and subject to the qualifications in paragraph 6 below and to any matters not disclosed to us, we are of the opinion that Unilever PLC has taken all necessary corporate action to authorise the execution, delivery and performance of the English Guarantee.

 

6This opinion is subject to the following:

 

6.1We express no opinion as to the compliance or otherwise with the financial limitations on the giving of guarantees contained in the Articles of Association of Unilever PLC.

 

6.2Insofar as this opinion relates to the obligations of Unilever PLC under the English Guarantee, it is given on the assumption that they have been entered into in good faith and for the purpose of carrying out Unilever PLC’s business and that, at the time they were entered into, there were reasonable grounds for believing that to do so would benefit Unilever PLC.

 

6.3A certificate, determination, notification, minute or opinion might be held by the English 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.

 

6.4An English court may refuse to give effect to any contractual provision concerning payment of the costs of enforcement or litigation brought before an English court.

 

6.5Any contractual provision that purports to maintain the validity of the remainder of such contract despite the invalidity, illegality or unenforceability of one or more of its provisions may not be effective - it depends on the nature of the illegality, invalidity or unenforceability in question.

 

6.6Any contractual provision that requires a variation to be made in writing or to comply with any other formality may not be enforceable.

 

6.7An English court may, or may be required to, stay proceedings or decline jurisdiction in certain circumstances - for example, if proceedings are brought elsewhere.

 

6.8We express no opinion as to the effect of any sanctions or other similar restrictive measures in relation to any party to the Indenture, the English Guarantee or the Notes or any transaction contemplated thereby.

 

6.9Effect 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.

 

 

 

 

7This opinion is given on the basis that there will be no amendment to or termination or replacement of the document and authorisations referred to in the Schedule to this opinion. This opinion is also given on the basis that we undertake no responsibility to notify you of any change in English law after the date of this opinion.

 

8We hereby consent to the filing of this opinion as an exhibit to the report on Form 6-K to be submitted by Unilever PLC on the date hereof. In giving this consent we do not admit that we are within the category of persons whose consent is required within Section 7 of the United States Securities Act of 1933 or the rules and regulations of the United States Securities and Exchange Commission thereunder.

 

Yours faithfully

 

/s/ Linklaters LLP

 

Linklaters LLP

 

 

 

 

Schedule

 

1A certified copy of the Articles of Association of Unilever PLC in force as at the date of this opinion.

 

2A certified extract from the Minutes of a Meeting of the Board of Directors of Unilever PLC held on 17 November 2022 (the “PLC Minutes”).

 

3A certified copy of the executed power of attorney of Unilever PLC dated 19 July 2024.

 

4A certified copy of the resolutions of the Chief Financial Officer of Unilever PLC dated 19 July 2024 (the “PLC Resolutions”).

 

5Amended and Restated Indenture dated 26 July 2023 (the “Indenture”) among Unilever Capital Corporation, Unilever United States, Inc., Unilever Finance Netherlands B.V., Unilever PLC and The Bank of New York Mellon.