GSK plc et al., p.
3
Based on the foregoing, and subject to the further assumptions and qualifications set forth
below, it is our opinion that:
1. The GSK Capital Inc. Debt Securities in global form have been duly executed and delivered by GSK
Capital Inc., and are the valid, binding and enforceable obligations of GSK Capital Inc., entitled to the benefits of the GSK Capital Inc. Indenture.
2. The GSK Capital plc Debt Securities in global form have been duly executed and delivered by GSK Capital plc under the law of the State of
New York, and are the valid, binding and enforceable obligations of GSK Capital plc, entitled to the benefits of the GSK Capital plc Indenture.
3. The Guarantees have been duly executed and delivered by the Guarantor under the law of the State of New York and are the valid, binding
and enforceable obligations of the Guarantor, entitled to the benefits of the GSK Capital Inc. Indenture and the GSK Capital plc Indenture, respectively.
Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Guarantor,
GSK Capital Inc. or GSK Capital plc, (a) we have assumed that each of the Guarantor, GSK Capital Inc., GSK Capital plc and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the
extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Guarantor, GSK Capital Inc. or GSK Capital plc regarding matters of the federal law of the United States of America or the
law of the State of New York or, solely with respect to GSK Capital Inc., the General Corporation Law of the State of Delaware, that in our experience normally would be applicable to general business entities with respect to such agreement or
obligation), (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (c) we express no opinion with respect to the effect of any
mandatory choice of law rules and (d) in the case of the Guarantor and GSK Capital plc, such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.
The waiver of defenses contained in Section 6.01 of each of the GSK Capital plc Indenture and the GSK Capital Inc. Indenture may be
ineffective to the extent that any such defense involves a matter of public policy in New York.
We express no opinion as to the
enforceability of Section 11.15 of each of the GSK Capital Inc. Indenture and the GSK Capital plc Indenture relating to currency indemnity.
The foregoing opinions are limited to the federal law of the United States of America, the law of the State of New York and the General
Corporation Law of the State of Delaware. With respect to matters governed by the law of England and Wales, we have relied on our opinion dated March 13, 2025, as English counsel to GSK Capital Inc., GSK Capital plc and the Guarantor, which has
been filed as Exhibit 5.2 to GSK Capital Inc.’s, GSK Capital plc’s and the Guarantor’s Form 6-K dated March 13, 2025.
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 6-K of
GSK Capital Inc., GSK Capital plc and the Guarantor dated March 13, 2025, and to the reference to us under the heading “Validity of Notes” in the Prospectus. In giving such consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.