Republic of Ireland (State or other jurisdiction of incorporation or organization)

Not Applicable (I.R.S. Employer Identification No.)

Steven J. Glusband, Esq. Carter Ledyard & Milburn LLP  2 Wall Street New York, New York 10005  (212) 732-3200

Title of each class of securities to be registered	Amount to be Registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
‘A’ Ordinary shares, par value $0.0109 per share(1)	(2)	(3)	(2)(3)
Warrants	(2)	(3)	(2)(3)
Debt Securities	(2)	(3)	(2)(3)
Subscription rights	(2)	(3)	(2)(3)
Units	(2)	(3)	(2)(3)
Total			$200,000,000	$25,960

(1)	American Depositary Shares (evidenced by American Depositary Receipts, each representing four ‘A’ Ordinary Shares), have been registered on separate registration statements on Form F-6 filed on July 20, 1992 and January 15, 2004 (File No. 333-111946).

(2)

This Registration Statement covers offers, sales and distributions of an indeterminate number or aggregate principal amount of the registered securities which the registrant may from time to time issue at indeterminate prices. The aggregate maximum offering price of all securities covered by this Registration Statement will not exceed $200,000,000 or if the registrant issues any debt securities at an original issuance discount, such greater amount as shall result in proceeds of $200,000,000 to the registrant. The securities covered by this Registration Statement may be sold separately or as units with other classes of the registered securities. The securities covered by this Registration Statement also include such indeterminate numbers of ‘A’ Ordinary Shares and amount of debt securities as may be issued upon conversion of, or exchange for, debt securities that provide for conversion or exchange, upon exercise of warrants or subscription rights or pursuant to the anti-dilution provisions of any such securities.

(3)

The registrant will determine the proposed maximum offering price per unit and the proposed maximum aggregate offering price per class from time to time in connection with the issuance of the registered securities. The proposed maximum aggregate offering price for each class is omitted pursuant to General Instruction II.C of Form F-3 under the Securities Act of 1933.

TRINITY BIOTECH PLC $200,000,000 ‘A’ Ordinary Shares Warrants Debt Securities Subscription Rights Units

•

‘A’ Ordinary Shares;

•

warrants to purchase ‘A’ Ordinary Shares or debt securities;

•

debt securities (including convertible debt securities);

•

subscription rights;

NOTE ON FORWARD-LOOKING STATEMENTS	iii
ABOUT THIS PROSPECTUS	1
ABOUT TRINITY BIOTECH PLC	1
RISK FACTORS	1
OFFER STATISTICS AND EXPECTED TIMETABLE	2
CAPITALIZATION AND INDEBTEDNESS	2
USE OF PROCEEDS	2
DESCRIPTION OF SECURITIES WE MAY OFFER	2
DESCRIPTION OF ORDINARY SHARES	2
DESCRIPTION OF WARRANTS	2
DESCRIPTION OF DEBT SECURITIES	3
DESCRIPTION OF SUBSCRIPTION RIGHTS	4
DESCRIPTION OF UNITS	5
TAXATION	5
PLAN OF DISTRIBUTION	5
AUTHORIZED REPRESENTATIVE	8
OFFERING EXPENSES	8
MATERIAL CHANGES	8
LEGAL MATTERS	8
EXPERTS	9
WHERE YOU CAN FIND MORE INFORMATION	9
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	9
ENFORCEABILITY OF CIVIL LIABILITIES	10

 

•

the specific designation and aggregate number of, and the price at which we will issue, the warrants;

•

the currency or currency units in which the offering price, if any, and the exercise price are payable;

•

the designation, amount, and terms of the securities purchasable upon exercise of the warrants;

•

if applicable, the exercise price for ‘A’ Ordinary Shares and the number of ‘A’ Ordinary Shares to be received upon exercise of the warrants;

•

if applicable, the exercise price for our debt securities, the amount of debt securities to be received upon exercise, and a description of that series of debt securities;

•

the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

•

whether the warrants will be issued in fully registered form or bearer form, in definitive or global form, or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;

•

any applicable material U.S. federal income tax consequences;

•

the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars, or other agents;

•

the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;

•

if applicable, the date from and after which the warrants and the ‘A’ Ordinary Shares and/or debt securities will be separately transferable;

•

if applicable, the minimum or maximum amount of the warrants that may be exercised at any other time;

•

information with respect to book-entry procedures, if any;

•

the anti-dilution provisions of the warrants, if any;

•

any redemption or call provisions;

•

whether the warrants are to be sold separately or with other securities as parts of units; and

•

any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants.

•

the title of the series;

•

the aggregate principal amount;

•

the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;

•

any limit on the aggregate principal amount;

•

the date or dates on which principal is payable;

•

the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates;

•

the date or dates from which interest, if any, will be payable and any regular record date for the interest payable;

•

the place or places where principal and, if applicable, premium and interest, is payable;

•

the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;

•

the denominations in which such debt securities may be issuable, if other than denomination of $1,000, or any integral multiple of that number;

•

whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities;

•

the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities;

•

the currency of denomination;

•

the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;

•

if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denominations, the manner in which exchange rate with respect to such payments will be determined;

•

if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies, or by reference to a commodity, commodity index, stock exchange index, or financial index, then the manner in which such amounts will be determined;

•

the provisions, if any, relating to any collateral provided for such debt securities;

•

any events of default;

•

the terms and conditions, if any, for conversion into or exchange for ‘A’ Ordinary Shares;

•

any depositaries, interest rate calculation agents, exchange rate calculation agents, or other agents; and

•

the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of our company.

•

the price, if any, for the subscription rights;

•

the exercise price payable for each ‘A’ Ordinary Share upon the exercise of the subscription rights;

•

the number of subscription rights to be issued to each shareholder;

•

the number and terms of the ‘A’ Ordinary Shares which may be purchased per each subscription right;

•

the extent to which the subscription rights are transferable;

•

any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;

•

the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;

•

the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and

•

if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection with the offering of subscription rights.

•

the material terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

•

any material provisions relating to the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

•

any material provisions of the governing unit agreement that differ from those described above.

•

to or through one or more underwriters on a firm commitment or best efforts basis;

•

to or through dealers, who may act as agents or principals, including a block trade (which may involve crosses) in which a broker or dealer so engaged will attempt to sell as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

through agents;

•

through privately negotiated transactions;

•

directly to purchasers, including our affiliates;

•

purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;

•

exchange distributions and/or secondary distributions;

•

ordinary brokerage transactions and transactions in which the broker solicits purchasers;

•

to one or more underwriters for resale to the public or to investors;

•

in “at the market offerings,” to or through a market maker or into an existing trading market, on an exchange or otherwise;

•

transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions;

•

transactions in options, swaps or other derivatives that may or may not be listed on an exchange; or

•

in any combination of these methods of sale.

•

the name or names and addresses of any underwriters, dealers or agents;

•

the purchase price of the securities and the proceeds to us from the sale;

•

any underwriting discounts and commissions or agency fees and other items constituting underwriters' or agents' compensation;

•

the public offering price;

•

any discounts or concessions allowed or reallowed or paid to dealers;

•

any securities exchanges or markets on which such securities may be listed; and

•

any delayed delivery arrangements.

Securities and Exchange Commission registration fee		$	25,960
Legal fees and expenses		$	*
Accountants’ fees and expenses		$	*
Printing fees		$	*
Miscellaneous			-
Total		$	*

•

Our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Commission on June 15, 2020.

(1)

to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the ‘‘Calculation of Registration Fee’’ table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement;

(2)

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Form F-3.

(5)

that, for the purpose of determining any liability under the Securities Act to any purchaser:

(i)

each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6)

that, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

any preliminary prospectus or prospectus of the undersigned registrant to the offering required to be filed pursuant to Rule 424;

(ii)

any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;

(iii)

the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 8, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)	The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act,

(1)

the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2)

each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e)

The registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)2 of the Act.

	TRINITY BIOTECH PLC
	By:	/s/ Ronan O’Caoimh
		Ronan O’Caoimh

Signature		Title
/s/ Ronan O’Caoimh		Chairman, Chief Executive Officer and Director (Principal Executive Officer)
Ronan O’Caoimh
/s/ Jim Walsh		Chief Scientific Officer and Director
Jim Walsh
/s/ Kevin Tansley		Chief Financial and Accounting Officer, Company Secretary, and Director
Kevin Tansley
/s/ Denis Burger		Non-executive Director (Authorized U.S. Representative)
Denis Burger
/s/ Clint Severson		Non-executive Director
Clint Severson
/s/ James D. Merselis		Non-executive Director
James D. Merselis

Exhibit No.	Description of Exhibit
4.1	Constitution of Trinity Biotech plc (included as Exhibit 1 to our Annual Report on Form 20-F (File No. 000-22320), filed with the Commission on March 31, 2006).
4.2	Form of Deposit Agreement dated as of October 21, 1992, as amended and restated, among Trinity Biotech plc, The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder (included as Exhibit 1 to our Form F-6 (File No. 333-111946), filed with the Commission on January 15, 2004).
4.3*	Form of Indenture
4.4*	Form of Warrant Agreement and Warrant Certificate
4.5*	Form of Unit Agreement
5.1	Opinion of William Fry
5.2	Opinion of Carter Ledyard & Milburn LLP
23.1	Consent of Grant Thornton
23.2	Consent of William Fry (contained in Exhibit 5.1)
23.2	Consent of Carter Ledyard & Milburn LLP (contained in Exhibit 5.2)
24.1	Power of Attorney (included in the signature page to the Registration Statement)
25.1*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture

Exhibit 5.1

Our Ref

014601.0004.MAT/FCOR

6 July 2020

1.	Capacity and Basis

1.1.

“A” Ordinary Shares, with a nominal value of $0.0109 per share (the “Shares”);

1.2.

warrants to purchase Shares or debt securities;

1.3.

debt securities (including convertible debt securities);

1.4.

subscription rights to subscribe for Shares; and

1.5.

units comprised of one or more of the Shares, warrants, debt securities and subscription rights described above, in any combination

2.

Documents

2.1.

a certificate from Kevin Tansley, the secretary of the Company, dated the same date as this Opinion Letter as to certain matters to be relied on by us (the “Company Certificate”);

2.2.

the report of searches made against the Company by Brady & Co., independent law searchers, on our behalf on 3 July 2020 in the Companies Registration Office of Ireland in Dublin and the Central Office of the High Court, Dublin (together, the “Searches”);

2.3.

a copy of the constitution of the Company (the “Constitution”);

2.4.

a copy of the minutes of a meeting of the board of directors of the Company (the “Board”) held on 26 June 2020; and

2.5.

a copy of the Registration Statement.

3.

Opinions

3.1.

the issue of the Shares will, on adoption of resolutions by the Board (or a duly appointed committee thereof) issuing and allotting such Shares, have been duly authorised by all necessary corporate action of the Company and on (i) the allotment and issuance of the Shares (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Shares have been issued credited as fully paid), and (ii) the subscription and payment in full therefor by the relevant subscribers in accordance with the Constitution and the Registration Statement, the Shares will be validly issued, fully paid and non-assessable (which term, when used herein, means that the holders of the Shares are not liable, solely by virtue of holding such Shares, for additional assessments or calls on such Shares by the Company or its creditors);

3.2.

the Company has the requisite corporate capacity to issue each of the Other Securities; and

3.3.

with respect to the Other Securities, when the Board has taken all necessary corporate actions to approve the issuance thereof, the issue of the Other Securities will be duly authorised under Irish law and the Constitution.

4.	Assumptions

4.1.

that the copies of each Document referred to herein as being reviewed by us are true, complete and accurate copies of the originals thereof as in effect on the date hereof without any amendment or modification thereto and that each Document furnished to us in unsigned or unexecuted form will be duly signed or executed (as the case may be) in substantially the same form as that reviewed by us for the purposes of this Opinion Letter;

4.2.

the authenticity of all signatures and/or corporate seals on, and the capacity of all individuals who signed, any of the Documents;

4.3.

that the Company Certificate fully and accurately states the position as to the matters of fact and opinion referred to therein and that the position as stated therein in relation to any factual matter or opinion pertains as of the date hereof;

4.4.

that, if the Searches were conducted as at the date of this Opinion Letter, the results of such new searches would be the same as the Searches;

4.5.

that the copy produced to us of minutes of the meeting of the Board held on 26 June 2020 is a true copy and correctly records the proceedings at such meeting and the resolutions approved thereat, that such meeting was quorate and duly convened and held, that those present at such meeting acted bona fide in the interests of the Company throughout, that the provisions contained in the Companies Act 2014 of Ireland (the “Companies Act”) and/or the Constitution relating to the declaration of the interests of the directors and the powers of interested directors to vote were duly observed, that all resolutions set out in such copy were duly passed and that no further resolutions of the Board or any committee thereof have been passed, or corporate or other action taken, which would or might alter the effectiveness thereof;

4.6.

that it is and was in the interests of (and will (or did) commercially benefit) the Company to file the Registration Statement and issue the Shares and Other Securities;

4.7.

that the Company is not and was not, at the date of execution or signature, or the effective date of, the Registration Statement, and will not, as a result of the transactions contemplated by the Registration Statement, become insolvent or unable to pay its debts, or be deemed to be so under any applicable statutory provision, regulation or law;

4.8.

that, in so far as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with the issue of the Shares and Other Securities and that there is no provision of the laws of any jurisdiction (other than Ireland) that would have a bearing on any of the matters opined upon herein and, to the extent that the Company requires any authorisation, consent or approval from any public, administrative or governmental body in any jurisdiction outside of Ireland in relation to such issue, that it has obtained each such authorisation, consent or approval and has complied, and will continue to comply, with any conditions attaching thereto;

4.9.

that there are no contractual or similar restrictions or other arrangements binding on the Company which could affect the conclusions in this Opinion Letter;

4.10.

that the Company has not been induced by fraud, misrepresentation, coercion, duress, undue influence or by any similar circumstance to file the Registration Statement or issue the Shares or Other Securities;

4.11.

that no transaction or transactions, involving a direct or indirect transfer or issuance of shares in the capital of the Company, has or have taken place which should have been notified to the Central Bank of Ireland (or any predecessor regulator) under applicable legislation, and which was or were not so notified;

4.12.

that, at the time of issue of the Shares and Other Securities, the authority of the Company and the directors of the Company to issue the Shares and Other Securities (including on a non-pre-emptive basis) as provided for in the Constitution and the Companies Act, will be in full force and effect;

4.13.

that any allotment of the Shares will be in consideration of the receipt by the Company prior to the issue of such Shares of either cash (within the meaning of Section 64(3) of the Companies Act) or the release of a liability of the Company for a liquidated sum, or an amount at least equal to the nominal value of the Shares and any premium required to be paid up on such Shares pursuant to their terms of issue;

4.14.

that, as at the time of the issuance of the Shares and Other Securities, such issuance will not be in contravention or breach of any agreement, undertaking, arrangement, deed or covenant affecting the Company or to which the Company is a party or otherwise bound or subject;

4.15.

that the filing of the Registration Statement with the SEC has been authorised by all necessary actions under all applicable laws other than Irish law;

4.16.

that any power of attorney granted by the Company in respect of the allotment and issue of the Shares or the issuance of the Other Securities shall have been duly granted, approved and executed in accordance with the Constitution, the Companies Act, the Powers of Attorney Act of 1996 of Ireland and all other applicable laws, rules and regulations;

4.17.

that when filed with the SEC, the Registration Statement will not differ in any material respect from the drafts that we have examined and that the Registration Statement and amendments to the Registration Statement (including post-effective amendments) will have become effective under the Securities Act;

4.18.

that a complete prospectus supplement will have been prepared and filed with the SEC describing the Shares and Other Securities offered thereby;

4.19.

that all securities issued and sold under the Registration Statement will be issued and sold in compliance with all applicable laws (other than Irish law), including applicable federal and state securities laws, in the manner stated in the Registration Statement and the appropriate prospectus supplement;

4.20.

that a definitive purchase, underwriting or similar agreement with respect to the Shares or Other Securities offered will have been duly authorised and validly executed and delivered by the Company and the other parties thereto;

4.21.

that the Companies Act will continue in full force and have effect without amendment, revision, repeal or replacement as and from the date of this Opinion Letter;

4.22.

that, from the date of this Opinion Letter, no corporate, shareholder or other action will be taken to amend, alter or repeal the Constitution;

4.23.

that, from the date of this Opinion Letter, no corporate, shareholder or other action will be taken to redesignate or reclassify the Shares or create any other classes of share in the capital of the Company;

4.24.

that the Company will continue to renew its authority to issue the Shares in accordance with the terms and conditions set out in the Constitution and the Companies Act and that, where such authority has not been renewed, the Company will not issue the Shares after such authority has expired;

4.25.

that the issue of the Shares upon the conversion, exchange and exercise of any of the Other Securities issued under the Registration Statement will be conducted in accordance with the terms and the procedures described in the Constitution, the Companies Act and the terms of issue of such securities;

4.26.

that, at the time of issue of the Shares, the Company will have sufficient authorised but unissued share capital to issue the required number of Shares;

4.27.

that any issue of the Shares will be in compliance with the Companies Act, the Takeover Panel Act, 1997, Takeover Rules, 2013 of Ireland (as may be amended), and all other applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations; and

4.28.

that the Registration Statement does not constitute (and is not intended/required to constitute) a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "EU Prospectus Regulation"), that no offer of Shares or Other Securities to the public was or is made, or will be made, that required or requires the publication of a prospectus pursuant to European or Irish prospectus law in general, or, in particular, pursuant to the EU Prospectus Regulation and that the Shares and Other Securities are not and will not be admitted to trading on a regulated market as such term is defined in Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council.

5.	Reservations and Qualifications

5.1.

the opinions in this Opinion Letter are given solely on the basis of a review of the Documents and the applicable law with regard to the matters specified herein. The opinions are given only in respect of the laws of Ireland in effect as of the date of this Opinion Letter and as to the facts and circumstances as stated herein in existence at such date and this Opinion Letter is not to be taken as expressing any opinion with regard to any matter governed by the laws of any jurisdiction other than Ireland;

5.2.

any term of an agreement may be amended orally by the parties notwithstanding any provision to the contrary in such agreement, and documents may be impliedly amended by later agreements or a course of dealing between the parties thereto, notwithstanding any provision to the contrary therein contained;

5.3.

an Irish court has power to stay an action if concurrent proceedings are being brought elsewhere; and

5.4.

we have not verified or been responsible for verifying the accuracy of the Registration Statement (or any documents expressed to be incorporated by reference therein) or that no material facts or matters have been omitted therefrom.

6.

General

Yours faithfully,
/s/ William Fry WILLIAM FRY Solicitors

Exhibit 5.2

 

Exhibit 23.1