Form F-3ASR UNILEVER N V

 

Exhibit 5(a)

 

Linklaters LLP One Silk Street London EC2Y 8HQ Telephone (+44) 20 7456 2000 Facsimile (+44) 20 7456 2222 DX Box Number 10 CDE

 

Unilever Capital Corporation 700 Sylvan Avenue Englewood Cliffs NJ 07632 USA   Unilever United States, Inc. 700 Sylvan Avenue Englewood Cliffs NJ 07632 USA   Unilever PLC 100 Victoria Embankment London EC4Y 0DY   Unilever N.V. Weena 455 3013 AL Rotterdam The Netherlands

 

August 13, 2020

 

Ladies and Gentlemen:

 

Unilever Group Registration Statement on Form F-3

 

We have acted as your United States counsel in connection with the proposed issuance by the Unilever Capital Corporation ("UCC") or Unilever N.V. (each an "Issuer", as applicable) of debt securities (the "Debt Securities") to be guaranteed by Unilever United States Inc. ("UNUS") and one or both of Unilever N.V. or Unilever PLC depending on whether Unilever N.V. is an Issuer of any such Debt Securities (each a "Guarantor", as applicable) (with such guarantees being hereinafter referred to as the "Guarantees") which are being registered under the United States Securities Act of 1933 (the "Securities Act"), pursuant to a registration statement on Form F-3 (the "Registration Statement"). The Debt Securities and the Guarantees are being issued pursuant to the amended and restated indenture, dated as of September 22, 2014 (the "2014 Indenture") between the Issuer, the Guarantors and The Bank of New York Mellon, as successor trustee (the "Trustee"). This opinion is limited to the federal law of the United States, the General Corporation Law of the State of Delaware and the laws of the State of New York, and we express no opinion as to the effect of the laws of any other State of the United States or the laws of any other jurisdiction.

 

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 Solicitors Regulation Authority. 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.

 

 

 

 

We have examined the 2014 Indenture, such certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that Unilever N.V. has the power to execute and deliver the Debt Securities, the Guarantees and the 2014 Indenture, and perform its obligations thereunder, and that the Debt Securities, the Guarantees and the 2014 Indenture have been duly and validly authorized, executed and delivered by Unilever N.V. under the laws of The Netherlands. We have assumed that Unilever PLC has the power to execute and deliver the Guarantees and the 2014 Indenture, and perform its obligations thereunder, and that the Guarantees and the 2014 Indenture have been duly and validly authorized, executed and delivered by Unilever PLC under the laws of England. We have assumed that the signatures on all documents examined by us are genuine, assumptions that we have not independently verified.

 

In our opinion:

 

1	Each of UCC and UNUS is an existing corporation in good standing under the General Corporation Law of the State of Delaware.

 

2	The issue and sale by UCC of the Debt Securities has been duly authorized by UCC and the issue by UNUS of the Guarantees has been duly authorized by UNUS.

 

3

The 2014 Indenture has been duly authorized, executed and delivered by UCC and UNUS and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of the Issuer and the Guarantor, as the case may be, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading "Legal Matters" in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

Very truly yours,

 

/s/ Linklaters LLP

 

Linklaters LLP

 

 

 

 

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

 

The Directors Unilever PLC 100 Victoria Embankment Blackfriars London EC4Y 0DY

 

13 August 2020

 

Dear Sirs

 

Unilever Group Registration Statement on Form F-3

 

1

We have acted as English legal advisers to Unilever PLC, a company incorporated under the laws of England, Unilever Capital Corporation, a Delaware corporation (“UCC”), Unilever United States, Inc., a Delaware corporation (“UNUS”) and Unilever N.V., a corporation incorporated under the laws of The Netherlands in connection with the registration statement on Form F-3 filed with the United States Securities and Exchange Commission on 13 August 2020 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933 (as amended) (the “Securities Act”) of debt securities of UCC and Unilever N.V. (the “Debt Securities”), which, if issued, will be guaranteed as to payment of principal, premium, if any, and interest by UNUS and either or both of Unilever N.V. and Unilever PLC (depending on whether Unilever N.V. is the issuer of a particular series of debt securities) (when granted by Unilever PLC, the “English Guarantees”). The Debt Securities may be issued from time to time pursuant to the 2014 Indenture (as defined in the Schedule to this opinion).

 

2

This 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.

 

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

 

4	We have assumed that:

 

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

 

4.2	each 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;

  

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 Solicitors Regulation Authority. 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 Linklaters LLP’s regulatory position.

 

 

 

 

4.4	each issue of Debt Securities will be validly authorised by UCC or Unilever N.V., as applicable.

 

4.5

each of the meetings of the Board of Directors of Unilever PLC held on 15 May 2014 and 21 November 2019 (in respect of which certified extracts of the minutes have been supplied to us) was duly convened, constituted and quorate and the resolutions referred to in the Minutes were validly passed and remain in full force and effect without modification;

 

4.6	the 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;

 

4.7	each 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;

 

4.8	all 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; and

 

4.9	there will be no provision in any supplement to the Registration Statement or any other document which would affect the content of this opinion.

 

5	Based 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 following opinion:

 

5.1	Unilever PLC has been incorporated and is existing as a company with limited liability under the laws of England.

 

5.2	Unilever PLC has corporate power to enter into, and perform its obligations under, the 2014 Indenture and the English Guarantees and has taken all necessary corporate action to authorise the execution, delivery and performance of the 2014 Indenture.

 

5.3	The English courts will recognise and give effect to the choice of the laws of the State of New York as the governing law of the 2014 Indenture.

 

6	This opinion is subject to the following:

 

6.1	It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement, or that no material facts have been omitted from it.

 

6.2	We 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.

 

6.3

Our opinion that Unilever PLC is existing is based on the Search and the Winding-Up Search. It should be noted that the Search and the Winding-Up Search are not capable of revealing conclusively whether or not a winding-up or administration petition or order has been presented or made, a receiver has been appointed, a company voluntary arrangement has been proposed or approved, a moratorium has been applied for or has come into force or any other insolvency proceeding has commenced.

 

7

This opinion is given on the basis of English law in force, and as it affects the obligations under the 2014 Indenture and/or the relevant English Guarantee, as at the date of this opinion. This 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, including any change occurring on or following IP completion day, as defined in the European Union (Withdrawal) Act 2018.

 

 

 

 

8

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us made under the heading “Legal Matters” in the Registration Statement. 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 Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder.

 

9	This opinion is addressed to you in connection with the filing of the Registration Statement. It is not to be transmitted to anyone else for any other purpose or quoted or referred to in any public document or filed with anyone without our express consent.

  

Yours faithfully

 

/s/ Linklaters LLP
Linklaters LLP

 

 

 

 

SCHEDULE

 

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

 

2	A certified extract from the Minutes of a Meeting of the Board of Directors of Unilever PLC held on 15 May 2014 (the “2014 Minutes”).

 

3	A certified extract from the Minutes of a Meeting of the Board of Directors of Unilever PLC held on 21 November 2019 (the “2019 Minutes” and together with the 2014 Minutes, the “Minutes”).

 

4	A certified copy of the resolutions of the Chief Executive Officer dated 18 September 2014 (the “2014 PLC Resolutions”).

 

5	A certified copy of the resolutions of the Chief Financial Officer dated 14 July 2020 (the “2020 PLC Resolutions” and, together with the 2014 PLC Resolutions, the “PLC Resolutions”).

 

6	A certified copy of the executed power of attorney of Unilever PLC dated 18 September 2014.

 

7	A certified copy of the executed power of attorney of Unilever PLC dated 14 July 2020.

 

8	Amended and Restated Indenture dated 22 September 2014 (the “2014 Indenture”) among UCC, UNUS, Unilever N.V., Unilever PLC and The Bank of New York Mellon.

 

9	The results of an online search in respect of Unilever PLC on the Companies House Direct Service made at 09:58 a.m. on 13 August 2020 (the “Search”).

 

10	The results of telephone searches in respect of Unilever PLC at the Central Register of Winding-Up Petitions made at 10:01 a.m. on 13 August 2020 (the “Winding-Up Search”).

 

 

Exhibit 5(c)

 

Linklaters LLP World Trade Centre Amsterdam Zuidplein 180 1077 XV Amsterdam Telephone (31 20) 799 6200 Facsimile (31 20) 799 6300

 

To: Unilever N.V. Weena 455 3013 AL Rotterdam The Netherlands

 

13 August 2020

 

Dear Sirs

 

Unilever Group Registration Statement on Form F-3

 

1

We have acted as your Dutch legal advisers in connection with the registration statement on Form F-3 filed with the United States Securities and Exchange Commission on 13 August 2020 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933 (as amended) (the “Securities Act”) of debt securities of Unilever Capital Corporation, a Delaware corporation and Unilever N.V. (the “Debt Securities”), which, if issued, will be guaranteed as to payment of principal, premium, if any, and interest by Unilever United States, Inc., a Delaware corporation and either or both of Unilever N.V. and Unilever PLC (depending on whether Unilever N.V. is the issuer of a particular series of debt securities). The Debt Securities and any Dutch Guarantees (as defined below) relating thereto may be issued from time to time pursuant to the 2014 Indenture (as defined in the Schedule to this letter). We have taken instructions solely from Unilever N.V.

 

2

This opinion is limited to Dutch law as applied by the Dutch courts and published in print and in effect on the date of this opinion, excluding tax law, the laws of the European Union (insofar as not implemented or incorporated in Dutch law) and market abuse, competition and procurement laws. This opinion is given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in Dutch law after the date of this opinion. It is given in accordance with customary Dutch legal practice and on the basis that it and all matters relating to it will be governed by and construed in accordance with Dutch law. In this opinion, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The Dutch concepts concerned may not be identical to the concepts described by the English terms as they may exist or be interpreted under the laws of jurisdictions other than the Netherlands.

 

3

For the purpose of this opinion we have examined the documents listed and, where appropriate, defined (together with certain other terms used herein) in the Schedule to this letter. Our examination has been limited to the text of the documents. In addition we have obtained the following confirmations given by telephone or otherwise on the date of this opinion:

 

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 Solicitors Regulation Authority. 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, England or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers. Linklaters LLP is also registered with the Dutch Trade Register of the Chamber of Commerce under number 34367130.

 

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

 

 

 

  

3.1	Confirmation from the Chamber of Commerce that the Trade Register Extract is up to date in all respects material for this opinion.

 

3.2

Confirmation from the insolvency office (afdeling insolventie) of the competent court in Rotterdam and the central insolvency register (centraal insolventieregister) that Unilever N.V. is not registered as having been declared bankrupt (failliet verklaard) or granted suspension of payments (surseance verleend).

 

4	We have assumed the following:

 

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

 

4.2

Each signature is the genuine signature of the individual concerned and, if an electronic signature (elektronische handtekening) (other than a qualified electronic signature (gekwalificeerde elektronische handtekening)), the signing method used is sufficiently reliable (voldoende betrouwbaar) taking into account the purpose for which that electronic signature was used and all other circumstances.

 

4.3

All documents were at their date, and have through the date hereof remained, accurate, complete and in full force and effect without modification, and have been or will have been executed in the same form as examined by us for the purposes of this opinion and (i) in the case of the Debt Securities, authenticated, effectuated (where required), issued, accepted and paid for in compliance with the 2014 Indenture with the Dutch Guarantee (if applicable) attached thereto or endorsed thereon and (ii) in the case of the Dutch Guarantees, validly granted and delivered in compliance with the 2014 Indenture. All confirmations referred to in paragraph 3 are true.

 

4.4

Unilever N.V. has not (i) had its assets placed under administration (onder bewind gesteld), (ii) been dissolved (ontbonden), merged (gefuseerd) or split up (gesplitst), or (iii) been subjected to any one of the insolvency and winding-up proceedings listed in Annex A to Regulation (EU) 2015/848 on insolvency proceedings (recast) (“Insolvency Proceedings”, including, inter alia, bankruptcy (faillissement)).

 

4.5	The entry into and performance of the 2014 Indenture and the transactions contemplated thereby, including any issues of Dutch Securities or granting of Dutch Guarantees, are conducive to the corporate objects and in the interest of Unilever N.V.

 

4.6

The extract from the minutes referred to in the Schedule are a true record of proceedings in duly convened, constituted and quorate meetings described therein and the resolutions set out in those minutes have been validly passed and the written resolutions referred to in the Schedule have been validly passed, and any conditions and limitations contained therein have been or will have been complied with. Each issue of Dutch Securities or granting of Dutch Guarantees will have been validly authorised by Unilever N.V.

 

4.7	No advice is required from any works council under the Works Councils Act (Wet op de ondernemingsraden) in connection with Unilever N.V.'s update of the Shelf Programme, entry into and performance of the 2014 Indenture or the Dutch Guarantees and issue and performance of the Dutch Securities.

 

4.8

The 2014 Power of Attorney and the 2014 Indenture including the Dutch Guarantees have been signed on behalf of Unilever N.V. by its chief executive officer or two executive members of its board of directors in office at the time of signing or, in the case of the 2014 Indenture including the Dutch Guarantees, by a person or persons duly authorised to do so under a valid power of attorney, if in facsimile with the approval of the signatory.

 

 

 

 

4.9

The 2017 Power of Attorney and 2020 Power of Attorney and the Dutch Securities have been or will have been signed on behalf of Unilever N.V. by its chief executive officer or chief financial officer or two executive members of its board of directors in office at the time of signing, if in facsimile with the approval of the signatory.

 

4.10	No member of Unilever N.V.'s board of directors has a conflict of interest (tegenstrijdig belang) with respect to the Shelf Programme, the Dutch Securities, the Dutch Guarantees or the 2014 Indenture (or the transactions contemplated thereby).

 

4.11	All documents and their entry into and performance are within the capacity and powers (corporate and otherwise) of, and have been or will have been validly authorised, entered into, accepted and duly performed by, each party thereto other than Unilever N.V.

 

4.12

All documents (including the Dutch Securities and the Dutch Guarantees), including any governing law provisions contained therein, are valid, binding and enforceable on each party (including Unilever N.V.) under the law to which they are expressed to be subject where that is not Dutch law, and under any applicable law other than Dutch law. Words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by Dutch law.

 

4.13

Insofar as any obligation of Unilever N.V. under the 2014 Indenture, the Dutch Securities or the Dutch Guarantees falls to be performed in, or is otherwise affected by the laws of, any jurisdiction other than the Netherlands, its performance would not be illegal or ineffective under the laws of that jurisdiction.

 

4.14

There are no provisions of any law, other than Dutch law, which may apply to the Dutch Securities, the Dutch Guarantees or the 2014 Indenture (or the transactions contemplated thereby) or to any power of attorney issued by Unilever N.V. (including the Powers of Attorney), which would affect this opinion.

 

4.15	The Debt Securities will not be offered in, or admitted to trading on a regulated market in, the Netherlands.

 

4.16	The Dutch Securities will be issued with terms and conditions that make the Dutch Securities neither qualify as game or wager (spel en weddenschap) within the meaning of the Dutch Civil Code nor fall within the scope of the Games of Chance Act (Wet op de kansspelen).

 

4.17

Unilever N.V. does not and will not come to qualify as a bank within the meaning of the Financial Supervision Act (Wet op het financieel toezicht), or if it does, it complies and will continue to comply with the conditions for one of the exemptions contained in the Financial Supervision Act from the requirement to be authorised or licensed.

 

5	In our opinion:

 

5.1	Unilever N.V. has been incorporated and is existing as a limited liability company (naamloze vennootschap) under Dutch law.

 

5.2	Unilever N.V. has the corporate power to enter into and perform the 2014 Indenture and the Dutch Guarantees and to issue and perform the Dutch Securities.

 

 

 

 

5.3	Unilever N.V. has taken all necessary corporate action to authorise its entry into and performance of the 2014 Indenture.

 

5.4	Unilever N.V. has validly signed the 2014 Indenture.

 

5.5	The entry into and performance of the 2014 Indenture and the Dutch Guarantees and the issue and performance of the Dutch Securities by Unilever N.V. does not violate Dutch law or its articles of association.

 

5.6

Under Dutch law and in accordance with and subject to Regulation (EC) No 593/2008 on the law applicable to contractual obligations (Rome I) (the “Rome I Regulation”), the choice of New York law as the governing law of the 2014 Indenture, the Dutch Securities and the Dutch Guarantees is recognised as a valid choice of law and accordingly New York law governs the validity, binding effect and enforceability of the 2014 Indenture, the Dutch Securities and the Dutch Guarantees against Unilever N.V.

 

6	This opinion is subject to any matters not disclosed to us and to the following qualifications:

 

6.1

The term “enforceable” as used above (including the term “give binding effect to” in relation to proceedings in a Dutch court to enforce a judgment rendered by a New York court or otherwise), or any other reference by whatever term to enforcement, means that the obligations assumed by the relevant party under the relevant document are of a type which the Dutch courts enforce. It does not mean that those obligations (or such judgment) will necessarily be enforced in all circumstances in accordance with their (or its) terms. We do not express any opinion as to whether specific performance or injunctive relief would be available.

 

6.2

This opinion is limited by, and therefore we do not express any opinion or statement as to the consequences of, any Insolvency Proceeding, insolvency, liquidation (ontbinding en vereffening), reorganisation, fraudulent conveyance (Actio Pauliana) and other laws relating to or affecting the rights of creditors, and any sanctions and measures implemented or effective in the Netherlands under the Sanctions Act 1977 (Sanctiewet 1977) or European Union regulations or otherwise by international sanctions.

 

6.3

Under Dutch law, a power of attorney does not preclude the principal from performing the legal acts covered by the power of attorney and can be made irrevocable only insofar as it is granted for the purpose of performing a legal act in the interest of the attorney or a third party and subject to any amendments made or limitations imposed by the court on serious grounds (gewichtige redenen). Each power of attorney (volmacht) or mandate (lastgeving), whether or not irrevocable, granted by a company, will terminate by force of law and without notice, upon bankruptcy of the company or the death of or termination by the attorney or the attorney being placed under guardianship or the attorney being disqualified as a director of the company, and will cease to have effect upon the company having been granted a suspension of payments. This qualification would also apply to the extent that the appointment of a process agent or other agent were to be deemed to constitute a power of attorney or a mandate.

 

6.4

If a facsimile signature is used for the Dutch Securities or Dutch Guarantees, each signatory should consent to such use of his signature and evidence of such consent may be required for the enforcement of the Dutch Securities or Dutch Guarantees in the Netherlands. If a Dutch Security or Dutch Guarantee is signed on behalf of Unilever N.V. (manually or in facsimile) by a person who is a duly authorised representative of Unilever N.V. on signing but no longer on the actual issue date of the Dutch Security or the Dutch Guarantee, enforcement of the Dutch Security or the Dutch Guarantee in the Netherlands may require that the holder thereof presents both the Dutch Security or the Dutch Guarantee and evidence of the agreement of Unilever N.V. to also be bound in such circumstances and evidence of the consent of the signatory.

 

 

 

 

6.5	A provision of an agreement which stipulates that certain documents or determinations are conclusive, final or binding may not be enforceable in all circumstances.

 

6.6	A provision in an agreement requiring, forbidding or restricting a company to take any action that falls within the powers of its general meeting, or similar corporate body, may not be enforceable.

 

6.7	We do not express any opinion as to any “deemed” action or absence thereof.

 

6.8

To the extent Dutch law applies, an indemnity will not be enforceable if the damage, loss, cost, liability or expense against which a person or legal entity is indemnified is a result of wilful misconduct or gross negligence of such person or entity or if such person or entity did not act in good faith.

 

6.9

Dutch law does not know the concept of trust as this is known under common law, nor the concept of suspense account, and we do not express any opinion in respect thereof. Any provision pursuant to which moneys or goods are to be held in trust by one party for another party or are to be segregated from the other assets of the party concerned (or provisions having a similar intended effect) may not be enforceable in the Netherlands.

 

6.10

To the extent Dutch law applies, any provision to the effect that no holder of a Debt Security or any Coupon (as defined therein) shall have any right to institute any action or proceeding, judicial or otherwise, with respect to the Debt Securities, Dutch Guarantees or the 2014 Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, may not be enforceable in all circumstances.

 

6.11

To the extent Dutch law applies, any provision to the effect that in any proceedings initiated by the Trustee, the Trustee shall be held to represent all holders of the Debt Securities to which such proceedings relate, and that it shall not be necessary to make any holders of Debt Securities party to such proceedings, may not be enforceable in all circumstances

 

6.12	The enforcement in the Netherlands of the 2014 Indenture, the Dutch Securities, the Dutch Guarantees and foreign judgments will be subject to Dutch rules of civil procedure. A Dutch court may mitigate amounts due in respect of litigation and collection costs.

 

6.13	A Dutch court may decline jurisdiction if concurrent proceedings are being brought elsewhere. We express no opinion on competing judgments resulting from any concurrent proceedings.

 

6.14	Claims may become barred by limitation periods or may be or become subject to set-off or counterclaim.

 

6.15	The admissibility of a choice of jurisdiction (such as for courts in the United States) and the procedural consequences of such choice are determined by the laws of the chosen jurisdiction.

 

6.16

In proceedings before a court of the Netherlands the service of process against Unilever N.V. other than by personal delivery by a bailiff of the courts of the Netherlands (gerechtsdeurwaarder) and in accordance with the applicable treaties will not be considered by the court to constitute valid service of process, notwithstanding any provision to the contrary in the 2014 Indenture, the Dutch Securities or the Dutch Guarantees.

 

 

 

 

6.17	To the extent that Dutch law applies to the transfer of title to a Dutch Security, this requires delivery (levering) pursuant to a valid agreement (geldige titel) by a transferor who has power to pass on title to that Dutch Security (beschikkingsbevoegdheid).

 

6.18	To the extent that Dutch law is applicable to the Debt Securities or any transfer thereof, any provision to the effect that the (registered) holder of a Debt Security may be treated as the absolute owner thereof or solely entitled thereto may not be enforceable in all circumstances.

 

6.19	We do not express any opinion as to any co-ownership interest in, or transfer of, or conversion of, any Debt Security, or as to any consolidation, substitution or assumption of obligations as provided for in Article VIII of the 2014 Indenture or any in rem matters.

 

6.20

To the extent that any provisions of the Dutch Securities, the Dutch Guarantees or the 2014 Indenture are general conditions (algemene voorwaarden) within the meaning of Section 6:231 of the Dutch Civil Code, a holder of Dutch Securities or a beneficiary of Dutch Guarantees may nullify (vernietigen) a provision therein if (i) Unilever N.V. has not offered the holder of Dutch Securities or the beneficiary of Dutch Guarantees a reasonable opportunity to examine the terms and conditions of the security or the guarantee or the 2014 Indenture or (ii) the provision, having regard to all relevant circumstances, is unreasonably onerous (onredelijk bezwarend) to the holder of Dutch Securities or the beneficiary of Dutch Guarantees.

 

6.21	To the extent Dutch law applies:

 

6.21.1

a Dutch Security will only be validly issued, and will only be valid, binding and enforceable against Unilever N.V., after that Dutch Security has been issued to and accepted and paid for by a person other than Unilever N.V.;

 

6.21.2

as to the acquisition of Dutch Securities by their issuer, Dutch Securities will be cancelled by operation of law unless the Dutch Securities are in bearer form and the acquisition is made through a transfer in accordance with Section 3:93 of the Dutch Civil Code), and if not cancelled those Dutch Securities will no longer be binding and enforceable against their issuer until the Dutch Securities have been acquired by a person other than the issuer.

 

6.22

Bearer zero coupon Debt Securities and other Debt Securities which qualify as savings certificates as defined in the Savings Certificates Act (Wet inzake spaarbewijzen) may only be transferred or accepted through the intermediary of their issuer or a member of Euronext Amsterdam N.V. and with due observance of the Savings Certificates Act (including registration requirements). However, no such intermediary services are required in respect of (i) the initial issue of those Debt Securities to the first holders thereof, (ii) any transfer and acceptance by individuals who do not act in the conduct of a profession or trade, and (iii) the transfer or acceptance of those Debt Securities, if they are physically issued outside the Netherlands and are not distributed in the Netherlands in the course of primary trading or immediately thereafter.

 

6.23	We do not express any opinion as to the authority of any of the parties other than Unilever N.V. to perform the provisions of the 2014 Indenture applicable to it.

 

6.24	We do not express any opinion as to any specific issue of Dutch Securities or granting of Dutch Guarantees, which we may do in a separate opinion or reliance letter referring to this programme opinion.

 

6.25

It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts or the reasonableness of any statements of belief or opinion contained in the Registration Statement (including the prospectus contained therein), or that no material facts have been omitted from it.

 

 

 

 

6.26	The Trade Register Extract and the confirmations referred to in paragraph 3 do not provide conclusive evidence that the information set out in the Trade Register Extract is correct or that Unilever N.V. has not become the subject of an Insolvency Proceeding.

 

6.27	We do not express any opinion as to facts.

 

7

This opinion is addressed to you solely for your benefit in connection with the filing of the Registration Statement. It is not to be transmitted to anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us made under the heading “Enforcement of Civil Liabilities Against Foreign Persons” and “Legal Matters” in the Registration Statement. 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 Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder.

 

Yours faithfully

 

/s/ Linklaters LLP

 

Linklaters LLP

 

 

 

 

Schedule

 

1	An electronic certified copy of an extract from the trade register (the “Trade Register Extract”) obtained from the chamber of commerce (the “Chamber of Commerce”) regarding Unilever N.V. dated 12 August 2020.

 

2	A faxed copy of a notarial copy of Unilever N.V.’s deed of incorporation dated 9 November 1927 and of its articles of association as most recently amended on 9 May 2012, both as obtained from and according to the Chamber of Commerce.

 

3	A print-out of an electronic copy of The Governance of Unilever with effect from 1 June 2014 and that with effect from 1 January 2017 and that with effect from 1 January 2020.

 

4

A print-out of an electronic copy of an extract from the minutes of meetings of the board of directors of Unilever N.V. held on 15 May 2014 and 17 November 2016 and 21 November 2019 referring to resolutions adopted by Unilever N.V.’s board of directors in such meeting; of a written resolution of the chief executive officer of Unilever N.V. dated 18 September 2014; and of a written resolution of the chief financial officer of Unilever N.V. dated 10 July 2017; and of a written resolution of the chief financial officer of Unilever N.V. dated 14 July 2020, in each case confirming certain matters with respect to the Unilever Group’s Shelf Programme (the “Shelf Programme”).

 

5

A print-out of an electronic copy of a power of attorney dated 18 September 2014 granted by Unilever N.V. to each Executive Director, the Group Treasurer, the Chief Legal Officer, the Group Secretary and the Deputy Secretary of Unilever N.V. and each of Michel Pinto, Richard Hazell, David Schwartz, Steven Rapp and Robert Leek executed by the chief executive officer of Unilever N.V. (the “2014 Power of Attorney”) and of a power of attorney dated 10 July 2017 granted by Unilever N.V. to each Executive Director, the Chief Legal Officer, the Group Secretary and the Deputy Secretary of Unilever N.V. and each of Michel Pinto, Richard Hazell, David Schwartz, Steven Rapp, James Allison and Robert Leek executed by the chief financial officer of Unilever N.V. (the “2017 Power of Attorney”); and of a power of attorney dated 14 July 2020 granted by Unilever N.V. to each Executive Director, the Chief Legal Officer and Company Secretary, the Deputy Secretary of Unilever N.V. and each of Richard Hazell, Johanna Hyttinen, Janine Juggins and Robert Leek executed by the chief financial officer of Unilever N.V. (the “2020 Power of Attorney” and together with the 2014 Power of Attorney and the 2017 Power of Attorney, the “Powers of Attorney”).

 

6	A print-out of an electronic copy of a certificate of secretary dated 30 September 2014 executed by Tonia Lovell in her stated capacity of Group Secretary of Unilever N.V.

 

7	A print-out of an electronic copy of a certificate of secretary dated 27 July 2017 executed by Tonia Lovell in her stated capacity of Group Secretary of Unilever N.V.

 

8	A print-out of an electronic copy of a certificate of secretary dated 13 August 2020 executed by Ritva Sotamaa in her stated capacity of Group Secretary of Unilever N.V.

 

9	A print-out of an electronic copy of the registration statement on form F-3 dated 13 August 2020 in relation to the Shelf Programme (including the prospectus, but excluding any documents incorporated by reference in it and any exhibits to it).

 

10

A print-out of an electronic copy of an executed amended and restated indenture dated as of 22 September 2014 relating to the Debt Securities (the “2014 Indenture”), between Unilever Capital Corporation as issuer, Unilever N.V. as issuer and guarantor, Unilever PLC and Unilever United States, Inc. as guarantors and The Bank of New York as trustee (the “Trustee”), including the forms of Debt Securities (when issued by Unilever N.V., the “Dutch Securities”) and the guarantees (when granted by Unilever N.V., the “Dutch Guarantees”) and the form thereof which, if applicable, we understand will be attached to or endorsed on the Debt Securities.

 

References to the “Debt Securities” include the Dutch Securities, unless the context requires otherwise; references to “documents” are to any and all documents mentioned in this Schedule including the Debt Securities and the Dutch Guarantees, unless the context requires otherwise.

 

 

 

Exhibit 23(a)

 

Consent of Independent Registered Public Accounting Firms

 

The Board of Directors

Unilever N.V.

 

We consent to the use of our report dated 4 March 2020 with respect to the consolidated balance sheets of Unilever Group (Unilever N.V. and Unilever PLC, together with their subsidiaries) as of 31 December 2019 and 2018 and 1 January 2018, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated cash flow statements for each of the years in the three-year period ended 31 December 2019, and the related notes and the Guarantor financial information included in the Guarantor Statements, and the effectiveness of internal control over financial reporting as of 31 December 2019, incorporated herein by reference and to the reference to our firms under the heading “Experts” in the prospectus.

 

Our report covering the 31 December 2019 consolidated financial statements of the Unilever Group and the effectiveness of internal control over financial reporting as of 31 December 2019 refers to a change in the accounting for leases due to the adoption of IFRS 16, Leases, and contains an explanatory paragraph that states that the Unilever Group acquired Astrix, Lenor Japan and FruFru on 30 August 2019, 1 October 2019 and 1 October 2019, respectively, and management excluded from its assessment of the effectiveness of the Unilever Group’s internal control over financial reporting as of 31 December 2019, Astrix, Lenor Japan and FruFru’s internal control over financial reporting associated with approximately 0.25% of Unilever Group’s total assets as of 31 December 2019 and approximately 0.03% of Unilever Group’s turnover included in the consolidated financial statements of the Unilever Group as of and for the year ended 31 December 2019. Our audit of internal control over financial reporting of the Unilever Group also excluded an evaluation of the internal control over financial reporting of Astrix, Lenor Japan and FruFru.

 

/s/KPMG Accountants N.V.	/s/KPMG LLP
Amsterdam, the Netherlands	London, United Kingdom
13 August 2020	13 August 2020

 

 

 

 

 

 

Exhibit 23(b)

 

Consent of Independent Registered Public Accounting Firms

 

The Board of Directors
Unilever PLC

 

We consent to the use of our report dated 4 March 2020 with respect to the consolidated balance sheets of Unilever Group (Unilever N.V. and Unilever PLC, together with their subsidiaries) as of 31 December 2019 and 2018 and 1 January 2018, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated cash flow statements for each of the years in the three-year period ended 31 December 2019, the related notes and the Guarantor financial information included in the Guarantor Statements, and the effectiveness of internal control over financial reporting as of 31 December 2019, incorporated herein by reference and to the reference to our firms under the heading “Experts” in the prospectus.

 

Our report covering the 31 December 2019 consolidated financial statements of the Unilever Group and the effectiveness of internal control over financial reporting as of 31 December 2019 refers to a change in the accounting for leases due to the adoption of IFRS 16, Leases, and contains an explanatory paragraph that states that the Unilever Group acquired Astrix, Lenor Japan and FruFru on 30 August 2019, 1 October 2019 and 1 October 2019, respectively, and management excluded from its assessment of the effectiveness of the Unilever Group’s internal control over financial reporting as of 31 December 2019, Astrix, Lenor Japan and FruFru’s internal control over financial reporting associated with approximately 0.25% of Unilever Group’s total assets as of 31 December 2019 and approximately 0.03% of Unilever Group’s turnover included in the consolidated financial statements of the Unilever Group as of and for the year ended 31 December 2019. Our audit of internal control over financial reporting of the Unilever Group also excluded an evaluation of the internal control over financial reporting of Astrix, Lenor Japan and FruFru.

 

/s/KPMG Accountants N.V.	/s/KPMG LLP
Amsterdam, the Netherlands	London, United Kingdom
13 August 2020	13 August 2020

 

 

 

Exhibit 25

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

 

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |         |

 

 

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

 

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
240 Greenwich Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

 

 

UNILEVER N.V.
(Exact name of obligor as specified in its charter)

 

The Netherlands (State or other jurisdiction of incorporation or organization)	None (I.R.S. employer identification no.)
WEENA 455 3013 AL Rotterdam The Netherlands (Address of principal executive offices)	(Zip code)

 

UNILEVER CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)	13-3153661 (I.R.S. employer identification no.)
700 Sylvan Avenue Englewood Cliffs, New Jersey (Address of principal executive offices)	07632 (Zip code)

UNILEVER UNITED STATES, INC.
(Exact name of obligor as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)	13-2915928 (I.R.S. employer identification no.)
700 Sylvan Avenue Englewood Cliffs, New Jersey (Address of principal executive offices)	07632 (Zip code)

UNILEVER PLC
(Exact name of obligor as specified in its charter)

 

England (State or other jurisdiction of incorporation or organization)	None (I.R.S. employer identification no.)
Unilever House 100 Victoria Embankment Blackfriars London EC4Y 0DY, England (Address of principal executive offices)	(Zip code)

 

 

Guaranteed Debt Securities
and Guarantees—Constituting Guarantees of Debt Securities
(Title of the indenture securities)

 

 

1.	General information. Furnish the following information as to the Trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

Name	Address
Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17th Street, NW Washington, D.C.  20429
The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.	Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.	List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

 

4.

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494).

 

6.

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).

 

7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

  

 

SIGNATURE

 

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the
6th day of August, 2020.

 

	THE BANK OF NEW YORK MELLON
	By:	/s/ Francine Kincaid
		Name: Francine Kincaid
		Title: Vice President

 

 

Exhibit 7

 

Consolidated Report of Condition of

 

THE BANK OF NEW YORK MELLON

 

of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

 

a member of the Federal Reserve System, at the close of business March 31, 2020, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

		Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			4,072,000
Interest-bearing balances			165,889,000
Securities:
Held-to-maturity securities			37,050,000
Available-for-sale securities			99,180,000
Equity securities with readily determinable fair values not held for trading			56,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			13,340,000
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases held for investment			32,279,000
LESS: Allowance for loan and lease losses			124,000
Loans and leases held for investment, net of allowance			32,155,000
Trading assets			6,612,000
Premises and fixed assets (including capitalized leases)			2,967,000
Other real estate owned			1,000
Investments in unconsolidated subsidiaries and associated companies			1,680,000
Direct and indirect investments in real estate ventures			0
Intangible assets:			6,963,000
Other assets			17,072,000
Total assets			387,037,000
LIABILITIES
Deposits:
In domestic offices			207,668,000
Noninterest-bearing			96,706,000
Interest-bearing			110,962,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			130,088,000
Noninterest-bearing			3,997,000
Interest-bearing			126,091,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			524,000
Securities sold under agreements to repurchase			3,654,000
Trading liabilities			5,061,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			3,415,000
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			9,664,000
Total liabilities			360,074,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			11,489,000
Retained earnings			15,814,000
Accumulated other comprehensive income			-1,475,000
Other equity capital components			0
Total bank equity capital			26,963,000
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			26,963,000
Total liabilities and equity capital			387,037,000

 

 

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

Michael Santomassimo
Chief Financial Officer

 

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 

Thomas P. Gibbons
Samuel C. Scott			Directors
Joseph J. Echevarria

 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Unilever Personal Care brands to partner CONMEBOL Copa América USA 2024™
• Sun Summit Announces Closing of $2,500,000 Private Placement
• HRT Class Action Notice: Robbins LLP Reminds Stockholders of the Lead Plaintiff Deadline in the HireRight Holdings Corp. Class Action