Allens
Deutsche Bank Place Corner Hunter and Phillip Streets Sydney  NSW  2000 Australia	GPO Box 50 Sydney  NSW  2001 Australia

T  +61 2 9230 4000 F  +61 2 9230 5333
www.allens.com.au	ABN 47 702 595 758

(a)

a registration statement on Form S-3 (File No. 333-284369) and Post-Effective Amendment No. 1 thereto filed with the Commission on August 28, 2025 (as so amended, the Registration Statement) under the Securities Act 1993 (U.S.), as amended from time to time (Securities Act), including the prospectus contained therein (Base Prospectus), registering certain securities, including:

(i)

ordinary shares of the Company, with no par value (Ordinary Shares);

(ii)

debt securities of the Company;

(iii)

warrants of the Company;

(iv)

purchase contracts;

(v)

units; and

(vi)

subscription rights; and

(b)

a prospectus supplement included in the Registration Statement, relating to the registration of securities (to be issued from time to time by the Company), and dated the date hereof (the Prospectus Supplement) relating to the offer and sale of Shares, with an aggregate offering price of US$1,632,427,074.24 pursuant to each Share Purchase Agreement (as defined below) (the Shares).

2	Definitions

(a)

ASIC means the Australian Securities and Investments Commission.

(b)

Constitution means the constitution of the Company adopted on 20 November 2025 and in force as at the date of this Opinion.

(c)

Corporations Act means the Corporations Act 2001 (Cth).

(d)

Document means a document listed in paragraphs 3(a) to 3(f) below.

(e)

Governing Jurisdiction means the State of New York, United States of America.

(f)

law of a Relevant Jurisdiction means the common law, principles of equity and laws constituted by legislation that is available to the public generally, in force in the Relevant Jurisdictions.

(g)

Relevant Jurisdiction means New South Wales or the federal jurisdiction of the Commonwealth of Australia.

(h)

Share Purchase Agreement means each document entitled 'Share Purchase Agreement' dated 2 December 2025 entered into between the Company and the holder of the Company's outstanding 3.25% convertible senior notes due 2030 and 3.50% convertible senior notes due 2029 party thereto relating to the issuance and sale of the Shares.

3

Documents

(a)

the Constitution;

(b)

each Share Purchase Agreement;

(c)

the Registration Statement;

(d)

Base Prospectus;

(e)

Prospectus Supplement; and

(f)

a certificate of the secretary of the Company, with the attachments referred to therein, including certified copies of circulating resolutions passed by the board of directors of the Company.

4

Scope

5

Searches

(a)

An extract of the public records of the Company produced by ASIC on 8 December 2025 at 8:25am Sydney, Australia time.

(b)

A search of the insolvency notices website maintained by ASIC in respect of the Company on 8 December 2025 at 8:25am Sydney, Australia time.

6

Opinion

(a)

The Shares have been authorised and if and once:

(i)

duly registered on the books of the transfer agent and registrar therefor in the name of Cede & Co.; and

(ii)

fully paid and issued in accordance with the terms of the Constitution, are validly issued, issued as fully paid-up shares and are non-assessable.

7

Benefit

(a)

All dates, signatures, seals and duty markings are authentic.

(b)

If we have reviewed a copy of a document, it is a correct and complete copy of the original.

(c)

If we have reviewed only a draft of a document, it has been or will be executed in the form of that draft.

(d)

All statements made in the Documents as to factual matters are correct.

(e)

None of the Documents have been amended, released or terminated.

(f)

Each person who executed any Document on behalf of the Company held the position they purported to hold.

(g)

Each Share Purchase Agreement:

(i)

has been or will be validly authorised and entered into by each party to it, and is binding on each such party under all applicable laws (other than the laws of the Relevant Jurisdictions, but only to the extent opined herein); and

(ii)

is binding on the Company under all applicable laws (other than the laws of the Relevant Jurisdictions, but only to the extent opined herein).

(h)

All acts, conditions or things required to be fulfilled, performed or effected in connection with each Share Purchase Agreement under the laws of any jurisdiction (other than the Relevant Jurisdictions but only to the extent opined herein) have been duly fulfilled, performed and effected.

(i)

If any Share Purchase Agreement is to be performed in a jurisdiction other than a Relevant Jurisdiction, its performance will not be illegal under the laws of that jurisdiction.

(j)

Each Share Purchase Agreement constitutes or will on execution constitute binding obligations of the Company under the laws of the Governing Jurisdiction enforceable in competent courts of that jurisdiction.

(k)

Formalities for execution required by the law of the place of execution (other than a Relevant Jurisdiction) of each Share Purchase Agreement have been or will be complied with.

(l)

All parties to each Share Purchase Agreement will comply with their obligations under the applicable Share Purchase Agreement.

(m)

There are no provisions of the laws of any jurisdiction other than Australia that would adversely affect the opinions expressed in this Opinion.

(n)

Once taken, board resolutions passed by the Company, including powers granted therein, shall not be amended or rescinded and shall remain in full force and effect.

(o)

The Shares have been issued in accordance with each Share Purchase Agreement, Constitution and board resolutions to be passed by the Company.

(p)

The transfer agent and registrar maintains the share register of members for the Company.