(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

EXHIBITS.

Description

Signature

Title

Date

/s/ Timothy P. Walbert

Timothy P. Walbert

/s/ Aaron L. Cox

Aaron L. Cox

/s/ Miles W. McHugh

Miles W. McHugh

/s/ William F. Daniel

William F. Daniel

/s/ Michael Grey

Michael Grey

/s/ Jeff Himawan, Ph.D.

Jeff Himawan, Ph.D.

/s/ Susan Mahony, Ph.D.

Susan Mahony, Ph.D.

/s/ Gino Santini

Gino Santini

/s/ James Shannon, M.D.

James Shannon, M.D.

/s/ H. Thomas Watkins

H. Thomas Watkins

/s/ Pascale Witz

Pascale Witz

Opinion

Assumptions

the Registration Statement will have become, and will remain, effective at the time of issuance of the Ordinary Shares;

the truth and accuracy of the contents of all documents and searches reviewed as to factual matters, but have made no independent investigation regarding such factual matters;

all signatures, initials, seals and stamps contained in, or on, all documents submitted to us are genuine;

all documents submitted to us as originals are authentic and complete and that all documents submitted to us as copies (including without limitation any document submitted to us as a .pdf (or any other format) attachment to an email) are complete and conform to the originals of such documents, and the originals of such documents are authentic and complete;

at the time of the allotment and issue of any Ordinary Shares pursuant to the terms of the 2020 Plan, the Company will have a sufficient number of authorised but unissued ordinary shares of $0.0001 each (nominal value) in its share capital (being at least equal to the number of Ordinary Shares to be allotted and issued);

at the time of the allotment and issue of any Ordinary Shares (or the grant of any right to subscribe for, or convert any security into, Ordinary Shares (a “convertible right”)) pursuant to the terms of the 2020 Plan, to the extent required, (A) the directors of the Company will, in accordance with section 1021 of the Companies Act 2014 of Ireland, as amended, (the “Companies Act”), have been generally and unconditionally authorised by the shareholders of the Company to allot a sufficient number of “relevant securities” (within the meaning of that section) (being at least equal to the number of Ordinary Shares the subject of such allotment and issuance or grant of a convertible right) and (B) the directors of the Company will, in accordance with section 1023 of the Companies Act, have been empowered by the shareholders of the Company to allot and issue such Ordinary Shares or grant convertible rights as if section 1022(1) did not apply to such allotment and issuance or grant;

where treasury shares are being re-issued, the maximum and minimum prices of re-issue shall have been determined in advance at a general meeting of the Company in accordance with the requirements of section 1078 of the Companies Act;

the full consideration for all Ordinary Shares to be allotted and issued pursuant to the 2020 Plan will have been received by the Company prior to the issuance of such Ordinary Shares;

no Ordinary Shares will be allotted and issued pursuant to the 2020 Plan for less than their nominal value;

no Ordinary Shares will be allotted and issued pursuant to the 2020 Plan for consideration other than cash;

no Ordinary Shares will be allotted and issued other than pursuant to a resolution of the board of directors of the Company or a duly authorised committee thereof;

the resolutions passed by the compensation committee of the board of directors of the Company described in the extracts referred to in the Schedule, and examined for the purposes of this opinion, were passed at a meeting of the said committee of the board of directors, that meeting was properly convened, constituted and held and that the said resolutions have not since been amended or rescinded;

the resolution passed by the shareholders of the Company described in the Schedule, and examined for the purposes of this opinion, was passed at the annual general meeting of the Company held on 28 April 2022 (the “AGM”), that the AGM was properly convened, constituted and held and that the said resolution has not since been amended or rescinded;

the information disclosed by the searches was accurate at the date the searches were made and has not been altered and that the searches did not fail to disclose any information which had been delivered for registration but did not appear from the information available at the time the searches were made or which ought to have been delivered for registration at that time but had not been so delivered and that no additional matters would have been disclosed by Searches carried out since that time;

the Company was, or will be, fully solvent (i) at the time of, and immediately after, the filing of the Registration Statement and (ii) at the date hereof;

the Company would not, as a consequence of doing any act or thing which the Registration Statement contemplates, permits or requires the Company to do, be insolvent;

no steps have been taken or, to the best of the knowledge, information and belief of the directors of the Company, are being taken to appoint a receiver, liquidator or an examiner over the Company or any part of its undertaking or assets, or to strike the Company off the Register of Companies or to otherwise dissolve or wind up the Company;

the Company shall not give any financial assistance, as contemplated by sections 82 and 1043 of the Companies Act for the purpose of any acquisition of any Ordinary Shares pursuant to the 2020 Plan, save as permitted by, or pursuant to an exemption to, the said sections 82 and 1043; and

the offering, sale and/or marketing of any Ordinary Shares will be made, effected and conducted in accordance with, and will not violate, the securities laws and regulations of all applicable jurisdictions, including Ireland, which impose any restrictions, or mandatory requirements, in relation to the offering or sale of any shares to the public in any jurisdiction, including Ireland, and/or any prospectus or analogous disclosure document prepared in connection therewith.

Qualifications

a search of the Companies Registration Office (the “CRO”) is not capable of revealing whether or not a winding up petition or a petition for the appointment of an examiner has been presented; and

a search at the Petitions Section of the Central Office of the High Court is not capable of revealing whether or not a receiver has been appointed.

Consent

Copy of the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan, as adopted on 30 April 2020.

A certificate executed by a director or the company secretary of the Company which:

annexes:

the certificate of incorporation of the Company dated 20 December 2011,

the certificate of incorporation on change of name of the Company dated 3 April 2012,

the certificate of incorporation on re-registration as a public limited company of the Company dated 1 August 2014,

the certificate of incorporation on change of name of the Company dated 17 September 2014;

the certificate of incorporation on change of name of the Company dated 3 May 2019;

the memorandum and articles of association of the Company in force as at the date of certificate;

annexes a copy extract of the resolutions approved by:

the Compensation Committee of the Board of Directors of the Company on 23 February 2022; and

shareholders of the Company passed at the AGM on 28 April 2022; and

confirms that the number of authorised but unissued ordinary shares in the capital of the Company exceeds the aggregate of: (i) the number of Ordinary Shares that would be issued on exercise of outstanding awards granted under the 2020 Plan were such exercise to occur today; and (ii) the maximum number of Ordinary Shares that are capable of being issued on conversion of all convertible securities, exercise of any warrants, exercise of any options or rights to be allotted shares or exercise or discharge of any analogous securities or rights.

The Registration Statement, as filed with the U.S. Securities and Exchange Commission on the date hereof.

Searches carried out by independent law researchers on our behalf against Horizon Therapeutics Public Limited Company plc on 2 August 2022 in (i) the Index of Petitions and Winding-up Notices maintained at the Central Office of the High Court of Ireland, (ii) the Judgments’ Office of the Central Office of the High Court of Ireland and (iii) the Companies Registration Office.

Security

Class

Title

Fee

Calculation

Rule

Amount

Registered

(1)

Proposed

Maximum 

Offering

Price Per

Unit

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

Consists of 4,800,000 additional ordinary shares (the “Ordinary Shares”) of Horizon Therapeutics Public Limited Company (the “Registrant”) available for issuance under the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”) pursuant to an amendment to the 2020 Plan approved by the Registrant’s shareholders on April 28, 2022. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional Ordinary Shares that become issuable under the 2020 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding Ordinary Shares.

This estimate is made pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act solely for purposes of calculating the registration fee. The proposed maximum offering price per unit and maximum aggregate offering price are based upon the average of the high and low prices of the Ordinary Shares on August 1, 2022, as reported on The Nasdaq Global Select Market.