Aptiv (APTV) S-3ASRAutomatic shelf registration

Background

We have acted as the Company’s Jersey legal advisers in connection with the registration of a registration statement on Form S-3 dated December 19, 2024 (the “Registration Statement”) pursuant to which it may, subject to complying with all applicable laws, from time to time issue or be able to issue, among other things: (1) ordinary shares, par value $0.01 per share, of the Company (the “Ordinary Shares”); (2) preferred shares, par value $0.01 per share, of the Company (the “Preferred Shares” and, together with the Ordinary Shares, the “Shares” with such rights and obligations as set out and as described more fully in the Registration Statement); (3) senior debt securities (the “Senior Debt Securities”) and subordinated debt securities (the “Subordinated Debt Securities”), (being, collectively, the “Debt Securities” and as described more fully in the Registration Statement); (4) warrants to purchase Ordinary Shares, Preferred Shares, Senior Debt Securities and/or Subordinated Debt Securities (the “Warrants”, as described more fully in the Registration Statement); (5) purchase contracts for the purchase or sale of Ordinary Shares, Preferred Shares, Debt Securities, Warrants or other securities (the “Purchase Contracts”, as described more fully in the Registration Statement); and (6) guarantees of senior debt securities and subordinated debt securities of Aptiv Swiss Holdings Limited (“Aptiv Swiss Holdings”), a wholly-owned subsidiary of the Company, Aptiv Corporation, a wholly-owned subsidiary of the Company, and Aptiv Global Financing Designated Activity Company (formerly known as Aptiv Global Financing Limited), a wholly-owned subsidiary of the Company, (the “Guarantees”, as described more fully in the Registration Statement), it also being understood that any of the foregoing securities may be issued in units with any one or more of the other securities (the “Units”, as described more fully in the Registration Statement, and, together with the Ordinary Shares, the Preferred Shares, the Debt Securities, the Warrants, the Purchase Contracts and the Guarantees, the “Securities”), and pursuant to which certain selling shareholders may sell Ordinary Shares.

On December 17, 2024, a scheme of arrangement under Jersey law (the “Scheme”) was completed pursuant to which the ordinary shares of Aptiv Irish Holdings Limited (formerly known as Aptiv PLC), a company organized under the laws of Jersey and the then publicly traded parent company of the Aptiv group and which was renamed to “Aptiv Irish Holdings Limited” in connection with the Scheme (the “Predecessor”), were cancelled and the holders thereof received, on a one-for-one basis, ordinary shares of the Company. Following the Scheme, the Company became the publicly traded parent company of the Aptiv group, and the Predecessor became a wholly owned subsidiary of the Company. On December 19, 2024, the Predecessor merged with and into Aptiv Swiss Holdings (the “Merger”), with Aptiv Swiss Holdings surviving the Merger. Upon completion of the Merger, Aptiv Swiss Holdings succeeded to and assumed the obligations of the Predecessor as the issuer under Aptiv Swiss Holdings’ senior indenture and Aptiv Swiss Holdings’ subordinated indenture.

Each offer of Securities will be the subject of a prospectus supplement which, taken together with the base prospectus set out in the Registration Statement, will form a prospectus (a “Prospectus”).

The Company has asked us to provide this Opinion in connection with the registration of the Securities under the Securities Act.

In this opinion, “non-assessable” means, in relation to a Share, that the price for which the Company agreed to issue that Share has been paid in full to the Company, so that no further sum is payable to the Company by any holder of that Share in respect of the price of that Share.

We have not been responsible for investigating or verifying the accuracy of the facts (including statements of foreign law), or the reasonableness of any statement of opinion or intention, contained in or relevant to any document referred to in this Opinion, or that no material facts have been omitted therefrom, save as expressly set out herein.

Documents Examined

We have examined all such documents as we have considered necessary or advisable for the purpose of giving this Opinion, including the following:-

the Registration Statement;

a copy of the written resolutions of the board of directors of the Company passed on December 10, 2024;

the Company’s certificate of incorporation and memorandum and articles of association as in force as at the date hereof; and

a consent to issue shares dated October 2, 2024 issued to the Company by the Jersey Financial Services Commission under the Control of Borrowing (Jersey) Order 1958.

For the purposes of this opinion, we have, with the Company’s consent, relied upon certificates and other assurances of directors and other officers of the Company as to matters of fact, without having independently verified such factual matters.

We have not examined or relied on any other documents for the purpose of this Opinion.

Assumptions

For the purposes of giving this opinion we have assumed:-

the authenticity, accuracy, completeness and conformity to original documents of all copy documents and certificates of officers of the Company examined by us;

that the signatures on all documents examined by us are the genuine signatures of persons authorised to execute or certify such documents;

the accuracy and completeness in every respect of all certificates and other assurances of directors or other officers of the Company given to us for the purposes of giving this opinion and that (where relevant) such certificates would be accurate if they had been given as of the date hereof;

that the Company will not issue any Shares in excess of the authorised share capital of the Company;

the Company is not carrying on a business that is regulated by Jersey law so that it is (or ought to be) subject to the terms of one or more other consents, licences, permits or equivalent under such regulatory legislation;

that each of the above assumptions is accurate at the date of this Opinion, and has been accurate at all other relevant times;

that no event occurs after the date hereof which would affect the opinions herein stated;

that there is no provision of any law (other than Jersey law) that would affect anything in this Opinion; and

that no Shares shall be issued at a discount to their par value.

Opinion

Qualification

This Opinion is subject to any matter of fact not disclosed to us.

Governing Law, Limitations, Benefit and Disclosure

This Opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein.

This Opinion is limited to matters of Jersey law and practice as at the date hereof and we have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.

We assume no obligation to advise you (or any other person who may rely on this Opinion in accordance with this paragraph), or undertake any investigations, as to any legal developments or factual matters arising after the date of this Opinion that might affect the opinions expressed herein.

We consent to the filing of a copy of this opinion as Exhibits 5.1 and 23.2 to the Registration Statement and to reference to us being made in the paragraph of the base prospectus forming part of the Registration Statement headed “Validity of Securities”. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act.