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Ardagh Glass Finance plc - Irish Stock Exchange

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LEGAL MATTERS<br />

Certain legal matters with respect to the Senior Notes and the Guarantees are being passed upon<br />

for us by Shearman & Sterling LLP, U.S. and English counsel to the Issuer and the Guarantors;<br />

William Fry, <strong>Irish</strong> counsel to the Issuer and the Guarantors; Freshfields Bruckhaus Deringer LLP,<br />

German and Dutch counsel to the Issuer and the Guarantors; Wiercinski, Kwiecinski, Baehr, Polish<br />

counsel to the Issuer and the Guarantors; Advokatfirman Vinge KB, Swedish counsel to the Issuer and<br />

the Guarantors; Kromann Reumert, Danish counsel to the Issuer and the Guarantors; Carey Olsen,<br />

Guernsey counsel to the Issuer and the Guarantors and Studio Avvocati Zappalà, Italian counsel to the<br />

Issuer and the Guarantors. Certain legal matters with respect to the offering of the Senior Notes will<br />

be passed upon for the initial purchasers by Cahill Gordon & Reindel LLP, U.S. counsel to the initial<br />

purchasers and McCann FitzGerald, <strong>Irish</strong> counsel to the initial purchasers.<br />

INDEPENDENT ACCOUNTANTS<br />

The audited non-statutory consolidated financial statements of <strong>Ardagh</strong> <strong>Glass</strong> Holdings Limited and<br />

its subsidiaries for each year in the three-year period ended December 31, 2008 and as at<br />

December 31, 2008, 2007 and 2006 included in this Offering Memorandum have been audited by<br />

PricewaterhouseCoopers, independent auditors, as stated in their report appearing herein.<br />

SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS<br />

The Issuer is a direct wholly owned finance subsidiary of the Parent Guarantor incorporated in<br />

Ireland, and the Parent Guarantor is a company also incorporated in Ireland. The Subsidiary<br />

Guarantors are incorporated in Ireland, The Netherlands, Germany, Italy, the United Kingdom,<br />

Poland, Guernsey, Sweden and Denmark. All of the directors and executive officers of the Issuer, the<br />

Parent Guarantor and the Subsidiary Guarantors reside outside the United States. In addition, all of<br />

the assets of the Issuer, the Parent Guarantor and the Subsidiary Guarantors are located outside the<br />

United States. As a result, it may not be possible for investors to effect service of process within the<br />

United States upon the Issuer, the Parent Guarantor, any of the Subsidiary Guarantors or any of their<br />

directors and executive officers, or to enforce against them, judgments of U.S. courts predicated upon<br />

civil liability provisions of the U.S. federal or state securities laws.<br />

If a judgment is obtained in a U.S. court against the Issuer, the Parent Guarantor, any Subsidiary<br />

Guarantor, any directors or executive officers, investors will need to enforce such judgment in<br />

jurisdictions where the relevant company has assets. Even though the enforceability of U.S. court<br />

judgments outside the United States is described below for Ireland, The Netherlands, Germany, Italy,<br />

the United Kingdom, Poland, Sweden and Denmark, you should consult with your own advisors in any<br />

pertinent jurisdictions as needed to enforce a judgment in those countries or elsewhere outside the<br />

United States.<br />

The following discussion with respect to the enforceability of certain U.S. court judgments in<br />

Ireland is based upon advice provided to us by our <strong>Irish</strong> legal advisers, William Fry. Ireland and the<br />

United States currently do not have a treaty providing for reciprocal recognition and enforcement of<br />

judgments.<br />

A judgment obtained in the courts of any of the States in the United States or of any federal court<br />

in the United States would not automatically be enforced by the courts of Ireland. In order to enforce<br />

such a judgment in Ireland, legal process must be initiated before a court of competent jurisdiction in<br />

Ireland. An <strong>Irish</strong> court will normally recognize and enforce judgment without retrial or examination of<br />

the merits of the case provided that:<br />

(i) judgment was not obtained or alleged to have been obtained by fraud;<br />

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