Mylan II B.V. S-3ASRAutomatic shelf registration

ATTORNEYS • CIVIL LAW NOTARIES • TAX ADVISERS

P.O. Box 7113

1007 JC Amsterdam

Beethovenstraat 400

1082 PR Amsterdam

T +31 20 71 71 000

F +31 20 71 71 111

Amsterdam, 6 May 2022

Exhibit 5.2

The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Dutch law. The competent courts at Amsterdam, the Netherlands, have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter. Any legal relationship arising out of or in connection with this opinion letter (whether contractual or non-contractual), including the above submission to jurisdiction, is governed by Dutch law and shall be subject to the general terms and conditions of NautaDutilh. Any liability arising out of or in connection with this opinion letter shall be limited to the amount which is paid out under NautaDutilh’s insurance policy in the matter concerned. No person other than NautaDutilh may be held liable in connection with this opinion letter.

In this opinion letter, legal concepts are expressed in English terms. The Dutch legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Dutch legal concepts described by the English terms.

For the purposes of this opinion letter, we have assumed that:

a.   drafts of documents reviewed by us will be signed in the form of those drafts, each copy of a document conforms to the original, each original is authentic, and each signature is the genuine signature of the individual purported to have placed that signature;

b.  if any signature under any document is an electronic signature (as opposed to a handwritten (“wet ink”) signature) only, it is either a qualified electronic signature within the meaning of the eIDAS Regulation, or the method used for signing is otherwise sufficiently reliable;

c.   the Registration Statement, in the form reviewed by us, has become or will become effective automatically upon filing with the SEC by Viatris Inc.;

d.  the Current Articles are the Articles of Association currently in force (as supported by the Extract) and as they will be in force at each Relevant Moment;

e.   the Company has not (i) been dissolved (ontbonden), (ii) ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) been converted (omgezet) into another legal form, either national or foreign, (iv) had its assets placed under administration (onder bewind gesteld), (v) been declared bankrupt (failliet verklaard), (vi) been granted a suspension of

payments (surseance van betaling verleend), (vii) started or become subject to statutory proceedings for the restructuring of its debts (akkoordprocedure) or (viii) been made subject to similar proceedings in any jurisdiction or otherwise been limited in its power to dispose of its assets;

f.   each Power of Attorney (i) is in full force and effect and (ii) under any applicable law validly authorises the person or persons purported to be granted power of attorney thereunder to represent and bind the Company vis-à-vis other parties in relation to the performance of the Company’s obligations under the Agreements and under the Registered Securities, as relevant;

g.  under any applicable law, the Agreements shall constitute the legal, valid and binding obligations of the parties expressed to be a party thereto, enforceable against them in accordance with their terms; and

h.  at each Relevant Moment, each of the assumptions made in this opinion letter will be correct in all aspects by reference to the facts and circumstances then existing.

Based upon and subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following opinions:

Corporate Status

1.  The Company has been duly incorporated as a besloten vennootschap met beperkte aansprakelijkheid and is validly existing as a besloten vennootschap met beperkte aansprakelijkheid.

Execution of Agreements

2.  Any Agreement when duly signed by all members of the Board, any member of the Board or a holder of a Power of Attorney for such purpose, shall have been duly and validly executed on behalf of the Company.

3.  The Registration Statement has been validly signed on behalf of the Company.

Corporate Power

4.  The Company has the corporate power to enter into any Agreements and to perform its obligations thereunder and to sign the Registration Statement.

Corporate Action

5.  The Company has taken all corporate action required by its Articles of Association and Dutch law in connection with the entering into any Agreements and the performance of its obligations thereunder and with the signing of the Registration Statement.

The opinions expressed above are subject to the following qualifications:

A. Opinion 1 must not be read to imply that the Company cannot be dissolved (ontbonden). A company such as the Company may be dissolved, inter alia by the competent court at the request of the company’s board of directors, any interested party (belanghebbende) or the public prosecution office in certain circumstances, such as when there are certain defects in the incorporation of the company. Any such dissolution will not have retro-active effect.

B. The information contained in the Extract does not constitute conclusive evidence of the facts reflected in it.

C. Pursuant to Section 2:7 DCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its liquidator in bankruptcy proceedings (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Dutch Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in that legal entity’s articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction. Based on the objects clause contained in the Current Articles, we have no reason to believe that, by entering into any Agreements or by the performance of its obligations thereunder, the Company would transgress the description of the objects contained in its Articles of Association. However, we cannot assess whether there are other relevant circumstances that must be taken into account, in particular whether the interests of the Company are served by entering into any Agreements since this is a matter of fact.

D. A power of attorney or mandate granted by the Company will terminate in the event of a bankruptcy and become ineffective upon the suspension of payments of the principal or, unless otherwise provided, the attorney.

E.  The opinions expressed in this opinion letter may be limited or affected by:

a.   rules relating to Insolvency Proceedings or similar proceedings under a foreign law and other rules affecting creditors’ rights generally;

b.  the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights available in other jurisdictions to insolvency practitioners and insolvency office holders in bankruptcy proceedings or creditors;

c.   claims based on tort (onrechtmatige daad);

d.  sanctions and measures, including but not limited to those concerning export control, pursuant to European Union regulations, under the Sanctions Act 1977 (Sanctiewet 1977) or other legislation;

e.   the Anti-Boycott Regulation, Anti Money Laundering Laws and related legislation;

f.   any intervention, recovery or resolution measure by any regulatory or other authority or governmental body in relation to financial enterprises or their affiliated entities; and

g.  the rules of force majeure (niet toerekenbare tekortkoming), reasonableness and fairness (redelijkheid en billijkheid), suspension (opschorting), dissolution (ontbinding), unforeseen circumstances (onvoorziene omstandigheden) and vitiated consent (i.e., duress (bedreiging), fraud (bedrog), abuse of circumstances (misbruik van omstandigheden) and error (dwaling)) or a difference of intention (wil) and declaration (verklaring).

F.  This opinion letter does not purport to express any opinion or view on the operational rules and procedures of any clearing or settlement system or agency.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and also consent to the reference to NautaDutilh in the Registration Statement under the caption “Legal

Matters”. In giving this consent we do not admit or imply that we are a person whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or any rules and regulations promulgated thereunder.

Sincerely yours,

/s/ NautaDutilh N.V.

NautaDutilh N.V.

EXHIBIT A

LIST OF DEFINITIONS

“Agreements”

Any Indenture or any Notation of Guarantee.

“Anti Money Laundering Laws”

The European Anti-Money Laundering Directives, as implemented in the Netherlands in the Money Laundering and Terrorist Financing Prevention Act (Wet ter voorkoming van witwassen en financieren van terrorisme) and the Dutch Criminal Code (Wetboek van Strafrecht).

“Anti-Boycott Regulation”

The Council Regulation (EC) No 2271/96 of 22 November 1996 on protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom.

“Articles of Association”

The Company’s articles of association (statuten) as they read from time to time.

“Bankruptcy Code”

The Dutch Bankruptcy Code (Faillissementswet).

“Board”

The board of directors (bestuur) of the Company.

“Commercial Register”

The Dutch Commercial Register (handelsregister).

“Common Stock”

Shares of common stock in Viatris Inc. with a par value of $0.01 per share.

“Company”

Mylan II B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), registered with the Commercial Register under number 75453444.

“Corporate Documents”

The Deed of Incorporation, the Current Articles and the Extract.

“Current Articles”

The Articles of Association as contained in the Deed of Incorporation.

“DCC”

The Dutch Civil Code (Burgerlijk Wetboek).

“Debt Securities”

One or more series of debt securities issuable by Viatris Inc. and applicable guarantees offered by, among others, the Company and registered pursuant to the Registration Statement.

“Deed of Incorporation”

The Company’s deed of incorporation (akte van oprichting) dated 25 July 2019.

“eIDAS Regulation”

Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC.

“Extract”

An extract from the Commercial Register relating to the Company, dated the date of this opinion letter.

“Form of Indenture”

The form of indenture as attached to the Registration Statement as Exhibit 4.9.

“Form of Notation of Guarantee”

The form of notation of guarantee as attached to the Form of Indenture as Exhibit A.

“Indenture”

An indenture or supplemental indenture to be entered into between Viatris Inc., the Company as Guarantor, any additional Guarantors and the Trustee (as defined therein) in respect of the issuance of Debt Securities, in the form of the Form of Indenture.

“Insolvency Proceedings”

Any insolvency proceedings within the meaning of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended by Regulation (EU) 2021/2260 of the European Parliament and of the Counsel of 15 December 2021, listed in Annex A thereto and any

statutory proceedings for the restructuring of debts (akkoordprocedure) pursuant to the Bankruptcy Code.

“NautaDutilh”

NautaDutilh N.V.

“the Netherlands”

The European territory of the Kingdom of the Netherlands.

“Notation of Guarantee”

Any notation of guarantee in the form of the Form of Notation of Guarantee.

“Power of Attorney”

Any power of attorney granted or to be granted by the Company for the purposes of executing Agreements on behalf of the Company and the performance of the Company’s obligations thereunder and under the Registered Securities, as relevant.

“Preferred Stock”

Shares of preferred stock in Viatris Inc. with a par value of $0.01 per share.

“Registered Securities”

The Debt Securities, Common Stock, Preferred Stock, Warrants, Rights and Units.

“Registration Statement”

Viatris Inc.’s registration statement on Form S-3 filed or to be filed with the SEC in the form reviewed by us.

“Relevant Moment”

Each time when the Company as Guarantor enters into an Indenture and/or a Notation of Guarantee.

“Rights”

One or more series of rights issuable by Viatris Inc. and registered pursuant to the Registration Statement consisting of one more rights to purchase Debt Securities, Common Stock or Preferred Stock.

“SEC”

The United States Securities and Exchange Commission.

“Units”

One or more series of units issuable by Viatris Inc. and registered pursuant to the Registration Statement consisting of two or more constituent securities in the form of Debt Securities, Common Stock, Preferred Stock, Rights or Warrants or any combination of such securities as specified in the applicable prospectus supplement.

“Viatris Inc.”

Viatris Inc., a Delaware corporation with its address at 1000 Mylan Boulevard, Canonsburg, Pennsylvania 15317.

“Warrants”

One or more series of warrants issuable by Viatris Inc. and registered pursuant to the Registration Statement for the purchase of Debt Securities, Common Stock or Preferred Stock as specified in the applicable prospectus supplement.