Ferguson UK S-3ASRAutomatic shelf registration

Scope and purpose

This letter is being delivered in connection with the filing of the Registration Statement.

This letter is limited to English law in force at the date of this letter as currently applied and interpreted by the English courts. You should read references to "English law", and to the "laws of England" accordingly.

This letter, each opinion expressed in it (each an "opinion statement") and any non-contractual obligations arising out of or in connection with it (and/or any opinion statement) is governed by and construed in accordance with English law.

We have not investigated the laws of any country or jurisdiction other than England (or, in connection with taxation matters, the United Kingdom) (a "foreign jurisdiction"). We assume that no law or regulation of a foreign jurisdiction (a "foreign law") affects any of the opinion statements. We make no opinion statement in relation to any foreign law (including to the extent it may affect matters of English law or the enforceability of any judgment of an English court in the relevant jurisdiction) or the application or interpretation of English law or any foreign law by any court of a foreign jurisdiction (a "foreign court"). We make no opinion statement in relation to the enforceability of any judgement of a foreign court. In relation to any agreement governed by a foreign law referred to in this letter, to the extent relevant to any of our opinion statements, we assume that words and phrases in that agreement have the same meaning they would have if the agreement was governed by English law.

The opinion statements are based on the documents and records that we have examined and our review of the Searches that have been carried out (each as described in this letter) and are subject to the assumptions set out in Schedule 1 (Assumptions), the qualifications and reservations set out in Schedule 2 (Qualifications) and to any matters not disclosed to us. Each opinion statement is strictly limited to the matters stated below and does not extend, by implication or otherwise, to any other matters. Each provision in this letter which has the effect of limiting an opinion statement is independent of any other such provision and is not to be read or implied as restricted by it.

Defined terms and headings

In this letter:

"Operative Document" means the document described in paragraph 3.1 below, the Guarantee and the Supplemental Indenture (each as defined below) (as applicable).

"Other Party" means each person (other than the English Guarantor) party to, or which is a beneficiary under, an Operative Document.

"Search" means a Company Search or a Winding-Up Enquiry.

"Supplemental Indenture" means a supplemental indenture (including the guarantees therein), to be governed by the laws of the State of New York, and to be entered into between, the Issuer, the English Guarantor and the Senior Notes Trustee (as defined below) relating to debt securities to be issued by the Issuer and pursuant to which the English Guarantor will provide the guarantee (the "Guarantee") in respect of the debt securities in a form that will be filed as an exhibit to a post-effective amendment to the Registration Statement or incorporated by reference therein.

"Transaction Party" means the English Guarantor or an Other Party.

The headings in this letter do not affect its interpretation. In particular, headings are included in Schedule 1 (Assumptions) and Schedule 2 (Qualifications) for convenience only and should not be read or construed as limiting the applicability of the assumptions, qualifications or reservations set out in those schedules to a particular opinion statement unless expressly noted therein.

Legal review

For the purposes of issuing this letter, we have reviewed an indenture dated September 30, 2024, governed by the laws of the State of New York, between the Issuer and The Bank of New York Mellon as trustee (the "Senior Notes Trustee") pursuant to which the debt securities will be issued by the Issuer, the form of which is filed as an exhibit to the Registration Statement (as may be amended or supplemented from time to time) (the "Senior Notes Indenture").

We have also examined, in respect of the English Guarantor, a copy of:

its certificate of incorporation (and any certificate of incorporation on change of its name) and its articles of association (and, if applicable, its memorandum of incorporation);

resolutions of its directors passed on September 26, 2024 (the "Board Approval");

solutions of its sole member dated September 26, 2024 (the "Member Approval");

the results disclosed in the searches of the publicly available records relating to it at Companies House conducted by Company Registrations Online Limited ("CRO Info") September 30, 2024 (each a "Company Search").

We have also reviewed the results of searches made by CRO Info on September 30, 2024, in respect of the English Guarantor at (i) the Central Registry of Winding-up Petitions at the Insolvency and Companies List (formerly known as the Companies Court) in London, (ii) the Gazette, and (iii) Companies House (each a "Winding-Up Enquiry").

We have not reviewed or examined any other document or record, or made any other enquiry, in connection with the giving of this letter. We have assumed that the documents described in this paragraph 3 are either in full force and effect without any amendment (however described) or, in the case of documents provided to us in draft form, will be entered into and duly executed by all parties thereto in the same form provided to us and contain all the relevant information which is material for the purposes of the opinion statements and that there is no other document, agreement, instrument, undertaking, obligation, representation or warranty (oral or written) and no other arrangement (whether legally binding or not) made by or between all or any of the Transaction Parties or any other matter which renders such information inaccurate, incomplete or misleading or which affects the conclusions stated in this letter.

Opinion statements

Status: In respect of the English Guarantor, it is a company duly incorporated with limited liability under the laws of England and remains on the register of companies maintained by Companies House.

Winding up etc.: In respect of the English Guarantor, the Searches do not reveal that it is in liquidation, administration, receivership or administrative receivership or that a winding up petition has been presented against it.

Corporate capacity: In respect of the English Guarantor, it has the corporate capacity to enter into and perform each of the Operative Documents to which it is or may become a party.

Execution and corporate authorisation: In respect of the English Guarantor, if and to the extent that it executes any Operative Document to which it is expressed to be a party in accordance with English law applicable to English companies generally and with appropriate corporate action, such Operative Document would have been duly authorised and executed by the English Guarantor.

Non-conflict: In respect of the English Guarantor, the entry into and performance by it of its obligations under any particular Guarantee and any appropriate Supplemental Indenture to which it is or becomes a party will not contravene its memorandum or articles of association.

Disclosure

This opinion is furnished to you in connection with the filing of the Registration Statement, and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

That no Transaction Party has taken any corporate or other action nor have any steps been taken or legal proceedings been started against it for its administration, liquidation, winding-up, dissolution, reorganisation or bankruptcy or for the appointment of a liquidator, receiver, trustee, administrator, administrative receiver or similar officer in respect of it or all or any part of its undertaking, property or assets and each Transaction Party is not unable to pay its debts as they fall due (including at the time it enters into an Operative Document to which it is a party and immediately thereafter as a result of entering into that Operative Document), is not insolvent and has not been dissolved or declared bankrupt.

We understand that the Guarantee and appropriate Supplemental Indenture have not been executed by the English Guarantor as at the date of this letter.  Our opinions in paragraph 4 are therefore given on the assumption that the English Guarantor will duly execute the Guarantee and appropriate Supplemental Indenture to which it is party and that each person who signs the Guarantee and any appropriate Supplemental Indenture on behalf of the English Guarantor (or attests the affixing of its seal) will be the person authorised to do so by appropriate corporate action of the English Guarantor and that each such person will so sign or attest in a manner recognised by English law as a valid signature of, or attestation to the affixing of the seal to, the relevant Operative Document.

That each resolution of the board of directors (or a committee thereof) of the English Guarantor described in a Board Approval and the written resolution of the member of the English Guarantor described in the Member Approval were duly passed at a meeting duly convened and held and remains in full force and effect without modification (including through any further such resolution).

That all signatures, stamps, seals and markings on all documents submitted to us are genuine and were applied to a complete and final version of the relevant document, that those documents are authentic and complete and remain accurate and up-to-date at the date of this letter, that all signatures which purport to have been attested were made in the presence of the purported witness and that all factual statements contained in those documents (including any factual matter represented by a party to a document) are correct, complete and fair.

That the Searches were accurate, complete and up-to-date when carried out (and remain so at the date of this letter) and disclose all information which is necessary or material for the purposes of this letter.

That there has been no alteration in the status, position or condition of the English Guarantor (however described) from that revealed in the Searches and, to the extent that any Search is dated prior to the date of this letter, no additional matters would have been disclosed by that Search if it had been carried out at a later time.

There are no other facts relevant to the opinion in paragraph 4.5 (Non-conflict) that do not appear from the Operative Documents and the Searches.

No opinion statement is expressed as to matters of fact.

We are not making any opinion statement as to any taxation matters or consequences which will or may arise as a result of any transaction effected in connection with any Operative Document or the rights or remedies of any taxation authority in respect of non-payment of taxes or the failure to comply with applicable laws and regulations relating to taxation. For these purposes "taxation" and "taxes" shall be deemed to include stamp duties, stamp duty reserve tax and value added tax (or similar indirect taxes).

The Searches are not capable of revealing definitively whether or not (a) a winding-up order or administration order has been made, (b) a receiver, administrative receiver, administrator or liquidator has been appointed, (c) a petition for winding-up or a petition, application or notice for the appointment of a receiver, administrative receiver, administrator or liquidator has been presented or filed at court, (d) a company voluntary arrangement has been proposed or approved, (e) a resolution for winding-up has been passed, (f) a moratorium is in force, or (g) whether any other insolvency proceeding has been commenced.

In relation to a Winding-Up Enquiry at the Insolvency and Companies List, it is made at the Central Registry of Winding-up Petitions which relates to compulsory winding-up and administration in the High Court of England in London only. Those enquiries will not reveal winding-up or administration proceedings commenced in a District Registry of the High Court of England. It is not possible to carry out a search for winding-up or administration proceedings in the District Registries unless an application is made to each relevant District Judge and a fee is paid. We have not made any such application.

The Searches will not reveal if the English Guarantor is subject to insolvency proceedings in a foreign jurisdiction.

English law is protective of the rights of guarantors and similar persons who undertake to make a payment if a principal debtor fails to make a payment. Their liability may be reduced, discharged or extinguished notwithstanding the express terms of the guarantee or other payment undertaking to the contrary including as a result of the invalidity of, or inability to enforce, the primary obligation for any reason, the alteration of the primary obligation or any failure to take (or the release of or any alteration to) guarantees or other credit support given by the principal debtor or any other person (including other guarantors).

A guarantee given by a company in respect of the obligations of a company which is its direct or indirect parent (or a subsidiary of its direct or indirect parent which is not also its subsidiary) may be unenforceable if the giving of that guarantee amounts to an unlawful distribution to its shareholders or a reduction in its capital.