Common use of SCOPE OF OPINION Clause in Contracts

SCOPE OF OPINION. We have not been responsible for advising any party to the Transaction other than ABI and the Luxembourg Obligors and the delivery of this Opinion Letter to any person other than ABI and the Luxembourg Obligors does not evidence an existence of any such advisory duty on our behalf to such person. We express no opinion as to any taxation matters or transfer pricing matters generally or liability to tax which may arise or be suffered as a result of or in connection with the Transaction Documents or the Transaction, other than as mentioned in paragraphs 2.9 (Registration and stamp duties) and 2.12 (Luxembourg tax section - Prospectus Supplement), or on the impact which any tax laws may have on the opinions expressed in this Opinion Letter. No opinion (except to the extent expressly opined upon herein) is expressed or implied in relation to the accuracy of any representation or warranty given by or concerning any of the parties to the Transaction Documents or whether such parties or any of them have complied with or will comply with any covenant or undertaking given by them or any obligations binding upon them. No opinion is expressed or implied in this Opinion Letter in relation to (i) any notes issued from time to time under the Base Indenture or their respective issuances or (ii) any guarantees issued from time to time under the Base Indenture (other than the Guarantees (as defined in paragraph 1.1.8 hereof), but only to the extent expressly opined upon herein). Except in as far as the entry by the Luxembourg Obligors into and the performance by the Luxembourg Obligors of their obligations under the Transaction Documents is concerned, we express no opinion on any applicable licensing or similar requirements. We express no opinion on the applicability of or the compliance with the Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories or any delegated or implementing regulations (together the "EMIR Regulations"), of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 or implementing regulations (together the "CSD Regulations") or of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012 or implementing regulations ("SFTR Regulations") or any obligations arising for the parties pursuant to each of the EMIR Regulations, the CSD Regulations and the SFTR Regulations. This Opinion Letter does not contain any undertaking to update it or to inform the Addressee of any changes in the laws of Luxembourg or any other laws which would affect the content thereof in any manner. We express no opinion with respect to any data protection matters relevant to or referred to in the Transaction Documents.

SCOPE OF OPINION. We have not been responsible for advising any party to the Transaction other than ABI and the Luxembourg Obligors and the delivery of this Opinion Letter to any person other than ABI and the Luxembourg Obligors does not evidence an existence of any such advisory duty on our behalf to such person. We express no opinion as to any taxation matters or transfer pricing matters generally or liability to tax which may arise or be suffered as a result of or in connection with the Transaction Documents or the Transaction, Transaction other than as mentioned in paragraphs paragraph 2.9 (Registration and stamp duties) and 2.12 (Luxembourg tax section - Prospectus Supplement), or on the impact which any tax laws may have on the opinions expressed in this Opinion Letter. No opinion (except to the extent expressly opined upon herein) is expressed or implied in relation to the accuracy of any representation or warranty given by or concerning any of the parties to the Transaction Documents or whether such parties or any of them have complied with or will comply with any covenant or undertaking given by them or any obligations binding upon them. No opinion is expressed or implied in this Opinion Letter in relation to (i) any notes issued from time to time under the Base Indenture or their respective issuances or (ii) any guarantees issued from time to time under the Base Indenture (other than the Guarantees (as defined in paragraph 1.1.8 hereof), but only to the extent expressly opined upon herein). Except in as far as the entry by the Luxembourg Obligors into and the performance by the Luxembourg Obligors of their obligations under the Transaction Documents is concerned, we express no opinion on any applicable licensing or similar requirements. We express no opinion on the applicability of or the compliance with the Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories or any delegated or implementing regulations (together the "“EMIR Regulations"”), of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 or implementing regulations (together the "“CSD Regulations"”) or of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012 or implementing regulations ("“SFTR Regulations"”) or any obligations arising for the parties pursuant to each of the EMIR Regulations, the CSD Regulations and the SFTR Regulations. This Opinion Letter does not contain any undertaking to update it or to inform the Addressee Addressees of any changes in the laws of Luxembourg or any other laws which would affect the content thereof in any manner. We express no opinion with respect to any data protection matters relevant to or referred to in the Transaction Documents.

SCOPE OF OPINION. We have not been responsible for advising any party to the Transaction other than ABI and the Luxembourg Obligors and the delivery of this Opinion Letter to any person other than ABI and the Luxembourg Obligors does not evidence an existence of any such advisory duty on our behalf to such person. We express no opinion as to any taxation matters or transfer pricing matters generally or liability to tax which may arise or be suffered as a result of or in connection with the Transaction Documents or the Transaction, other than as mentioned in paragraphs 2.9 (Registration and stamp duties) and 2.12 (Luxembourg tax section - – Prospectus Supplement), ) or on the impact which any tax laws may have on the opinions expressed in this Opinion Letter. No opinion (except to the extent expressly opined upon herein) is expressed or implied in relation to the accuracy of any representation or warranty given by or concerning any of the parties to the Transaction Documents or whether such parties or any of them have complied with or will comply with any covenant or undertaking given by them or any obligations binding upon them. No opinion is expressed or implied in this Opinion Letter in relation to (i) any notes issued from time to time under the Base Indenture or their respective issuances or (ii) any guarantees issued from time to time under the Base Indenture (other than the Guarantees (as defined in paragraph 1.1.8 1.1.3 hereof), but only to the extent expressly opined upon herein). Except in as far as the entry by the Luxembourg Obligors into and the performance by each of the Luxembourg Obligors of their its obligations under the Transaction Documents is concerned, we express no opinion on any applicable licensing or similar requirementsrequirements with respect to any specific transactions to be carried out under the Transaction Documents. We express no opinion on the applicability of or the compliance with the Regulation (EU) No No. 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories or any delegated or implementing regulations (together the "“EMIR Regulations"Regulation”), of Regulation (EU) No No. 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 or implementing regulations (together the "“CSD Regulations") or Regulation”), of Regulation (EU) No. 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012 or implementing regulations ("“SFTR Regulations") Regulation”), or any obligations arising for the parties pursuant to each of the EMIR RegulationsRegulation, the CSD Regulations Regulation and the SFTR RegulationsRegulation, each as amended as well as any delegated acts or implementing regulations. We express no opinion with respect to any data protection matters relevant to or referred to in the Transaction Documents. This Opinion Letter does not contain any undertaking to update it or to inform the Addressee Addressees of any changes in the laws of Luxembourg or any other laws which would affect the content thereof in any manner. We express no opinion with respect to any data protection matters relevant to or referred to in the Transaction Documents.

SCOPE OF OPINION. We have not been responsible for advising any party to the Transaction other than ABI and the Luxembourg Obligors and the delivery of this Opinion Letter to any person other than ABI and the Luxembourg Obligors does not evidence an existence of any such advisory duty on our behalf to such person. We express no opinion as to any taxation matters or transfer pricing matters generally or liability to tax which may arise or be suffered as a result of or in connection with the Transaction Documents or the Transaction, other than as mentioned in paragraphs 2.9 (Registration and stamp duties) and 2.12 (Luxembourg tax section - – Prospectus Supplement), or on the impact which any tax laws may have on the opinions expressed in this Opinion Letter. No opinion (except to the extent expressly opined upon herein) is expressed or implied in relation to the accuracy of any representation or warranty given by or concerning any of the parties to the Transaction Documents or whether such parties or any of them have complied with or will comply with any covenant or undertaking given by them or any obligations binding upon them. No opinion is expressed or implied in this Opinion Letter in relation to (i) any notes issued from time to time under the Base Indenture or their respective issuances or (ii) any guarantees issued from time to time under the Base Indenture (other than the Guarantees (as defined in paragraph 1.1.8 hereof), but only to the extent expressly opined upon herein). Except in as far as the entry by the Luxembourg Obligors into and the performance by the Luxembourg Obligors of their obligations under the Transaction Documents is concerned, we express no opinion on any applicable licensing or similar requirements. We express no opinion on the applicability of or the compliance with the Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories or any delegated or implementing regulations (together the "“EMIR Regulations"”), of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 or implementing regulations (together the "“CSD Regulations"”) or of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012 or implementing regulations ("“SFTR Regulations"”) or any obligations arising for the parties pursuant to each of the EMIR Regulations, the CSD Regulations and the SFTR Regulations. This Opinion Letter does not contain any undertaking to update it or to inform the Addressee Addressees of any changes in the laws of Luxembourg or any other laws which would affect the content thereof in any manner. We express no opinion with respect to any data protection matters relevant to or referred to in the Transaction Documents.