The Directors,                                           AYB/GZM
Shire Pharmaceuticals Group plc,                         020 7710 5035
Hampshire International Business Park,
Chineham,
Basingstoke,
RG24 8EP,






                                                              6th November, 2001





Dear Sirs,

Introduction

1.   We have acted as English legal advisers to you (the "Company") in
     connection with the Registration Statement on Form S-3 of even date with
     this letter (the "Form S-3") relating to the US$400,000,000 2 per cent.
     senior guaranteed notes due 2011 (the "Notes") issued by Shire Finance
     Limited.

2.   This letter may be relied upon only by you and may be used only in
     connection with the Notes. Neither its contents not its existence may be
     disclosed to any other person unless we have given our prior written
     consent or as set out in paragraph 8 below.

Scope

3.   This opinion is confined to matters of United Kingdom law and Inland
     Revenue practice as at the date hereof. Accordingly, we have not made any
     investigation of, and do not express any opinion on, the tax law of any
     jurisdiction other than the United Kingdom. In particular, we express no
     opinion on European Community law as it affects any jurisdiction other than
     the United Kingdom.

4.   We have examined copies of the documents mentioned herein. We have not
     undertaken any exercise which is not described in this letter.




The Directors,                        2                     6th November, 2001


Documents examined

5.   For the purposes of this opinion we have examined and relied upon the
     following documents:-

          (i)  a copy of the Form S-3; and

          (ii) a copy of the indenture dated 21st August, 2001 among the
               Company, Shire Finance Limited and The Bank of New York (the
               "Indenture").

Assumptions

6.   In giving this opinion, we have assumed:-

     (A)  that the statements contained in the Form S-3 and the Indenture (other
          than the discussion set forth under the heading "UK Tax
          Considerations" in the Form S-3) are complete and accurate as at the
          date of this opinion;

     (B)  that words and phrases used in the Form S-3 and the Indenture have the
          same meaning and effect as they would if those documents were governed
          by English law and there is no provision of any law (other than
          English law) which would affect anything in this opinion letter;

     (C)  that the forms of the final Form S-3 and the Indenture provided to us
          are true copies;

     (D)  that Shire Finance Limited is not incorporated in the United Kingdom
          and that no register of either the Notes or the preference shares
          issued upon conversion of the Notes, is kept in the United Kingdom;

     (E)  that Shire Finance Limited and the Company are resident in the United
          Kingdom for United Kingdom tax purposes;

     (F)  the authenticity, completeness and conformity to original documents of
          all copy documents examined by us;

     (G)  that, where a document has been examined by us in draft form, it has
          been or will be signed and/or given final approval in the form of that
          draft; and

     (H)  that no other event occurs after the date hereof which would affect
          the opinions herein stated.




The Directors,                        3                     5th November, 2001


Opinion

7.   We are of the opinion that, relying on the assumptions listed in paragraph
     6, the discussion set forth under the heading "UK Tax Considerations" in
     the Form S-3, insofar as it relates to United Kingdom law and Inland
     Revenue practice, is a fair reflection of the material United Kingdom tax
     laws and Inland Revenue practice referred to therein.

Consent

8.   We hereby consent to the disclosure of this opinion letter as an exhibit to
     the Form S-3 and its consequent filing with the SEC.

                                               Yours faithfully,

                                               /s/ Slaughter and May