GLAXOSMITHKLINE PLC (Form: 6-K, Received: 05/15/2018 16:43:02)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

May 15, 2018

GlaxoSmithKline plc

GlaxoSmithKline Capital plc

GlaxoSmithKline Capital Inc.

(Name of registrant)

980 Great West Road, Brentford,

Middlesex, TW8 9GS

1105 North Market Street, Suite 1300,
Wilmington, Delaware 19801

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NOS. 333-223982, 333-223982-01 AND 333-223982-02) OF GLAXOSMITHKLINE PLC, GLAXOSMITHKLINE CAPITAL PLC AND GLAXOSMITHKLINE CAPITAL INC. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

GlaxoSmithKline plc, GlaxoSmithKline Capital plc and GlaxoSmithKline Capital Inc. hereby incorporate by reference the following exhibits to this report on Form 6-K into their Registration Statement on Form F-3 (File Nos. 333-223982, 333-223982-01, 333-223982-02).


Exhibit No.		Description of Document

4.1		Second Supplemental Indenture, dated as of May 15, 2018, among GlaxoSmithKline Capital plc, GlaxoSmithKline plc and Deutsche Bank Trust Company Americas.

4.2		Third Supplemental Indenture, dated as of May 15, 2018, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc and Deutsche Bank Trust Company Americas.

5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel to GlaxoSmithKline plc, GlaxoSmithKline Capital plc and GlaxoSmithKline Capital Inc.

5.2		Opinion of Cleary Gottlieb Steen & Hamilton LLP, special English counsel to GlaxoSmithKline plc, GlaxoSmithKline Capital plc and GlaxoSmithKline Capital Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorised.



	GlaxoSmithKline plc

	GlaxoSmithKline Capital plc and

	GlaxoSmithKline Capital Inc.

	(Registrants)

Date: May 15, 2018

	By:	/s/ Victoria Whyte
	Victoria Whyte
	Authorised Signatory for and on behalf of
	GlaxoSmithKline plc
	GlaxoSmithKline Capital plc and
	GlaxoSmithKline Capital Inc.

Exhibit 4.1

Execution

SECOND SUPPLEMENTAL INDENTURE dated as of May 15, 2018, among GlaxoSmithKline Capital plc, a public limited company incorporated under the laws of England and Wales (the “Company”), GlaxoSmithKline plc, a public limited company incorporated under the laws of England and Wales, as guarantor (the “Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation duly organized and existing under the laws of New York (the “Trustee”) (as successor to Law Debenture Trust Company of New York, (the “Former Trustee”) which was a successor to Citibank, N.A. (the “Original Trustee” ).

RECITALS

WHEREAS, the Company, the Guarantor and the Original Trustee entered into an indenture, dated as of April 6, 2004, as amended and supplemented by a first supplemental indenture, dated as of March 21, 2014, relating to the issuance from time to time by the Company of its Securities (the “Base Indenture”);

WHEREAS, the Company, the Original Trustee and the Former Trustee entered into an Instrument of Resignation, Appointment and Acceptance, dated as of December 27, 2007, whereby the Original Trustee resigned as trustee, and the Former Trustee was appointed, and accepted its appointment, as trustee under the Base Indenture;

WHEREAS, the Company, the Former Trustee and the Trustee entered into an Instrument of Resignation, Appointment and Acceptance, dated as of April 12, 2017, whereby the Former Trustee resigned as trustee, and the Trustee was appointed, and accepted its appointment, as trustee under the Base Indenture;

WHEREAS, Section 10.01 of the Base Indenture provides, among other things, that a supplemental indenture may be entered into by the Company, the Guarantor and the Trustee, without notice to or the consent of any Holders, (i) to establish the terms of Securities of any series; and/or (ii) to make any change that does not materially and adversely affect the rights of any Holder of Securities outstanding prior to the date of such supplemental indenture;

WHEREAS, the Company and the Guarantor have requested the Trustee to join with it in the execution and delivery of this second supplemental indenture (the “Second Supplemental Indenture” and together with the Base Indenture, the “Indenture”) in order to supplement and amend the Indenture, solely with respect to Securities issued on or after the date hereof; in no event will the provisions of this Second Supplemental Indenture affect the interests of the Holders of Securities of any series outstanding prior to the date of this Second Supplemental Indenture in any respect;

WHEREAS, the Company and the Guarantor have determined that this Second Supplemental Indenture complies with said Section 10.01, does not affect the interests of any Holders of Securities outstanding prior to the date of this Second Supplemental Indenture and does not require notice to or the consent of any Holders; and

WHEREAS, the Company and the Guarantor represent and warrant that all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, the Guarantor and the Trustee, in accordance with the terms of the Indenture, and a valid amendment of and supplement to the Indenture have been done;

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the mutual covenants contained herein and in the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Company, the Guarantor and the Trustee hereby agree, for the equal and ratable benefit of the Holders, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, as supplemented and amended hereby. All definitions in the Indenture shall be read in a manner consistent with the terms of this Second Supplemental Indenture.

SECTION 1.02 Additional Definitions.

“Additional Amounts” has the meaning specified in Section 2.02 hereof.

“Taxes” has the meaning specified in Section 2.02 hereof.

ARTICLE II

AMENDMENTS TO THE INDENTURE

SECTION 2.02 Amendments to Section 4.05 Relating to Payment of Additional Amounts. Section 4.05 of the Base Indenture is amended and restated, with respect to Securities outstanding under series created on or after the date hereof, to read as follows:

Section 4.05 Payment of Additional Amounts. All payments of Principal and interest in respect of the Securities shall be free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever imposed or levied by or on behalf of the government of the United Kingdom or of any territory of the United Kingdom or by any authority or agency therein or thereof having the power to tax (collectively, “Taxes”), except to the extent such Taxes are required to be withheld or deducted by law or by the interpretation or administration thereof. If either the Company or the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made in respect of the Securities, the Company or the Guarantor, as the case may be, shall pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received by each Holder (including such Additional Amounts) after such withholding or deduction shall not be less than the amount such Holder would have received if the Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to Taxes:

(a)

that would not have been imposed but for the existence of any present or former connection between such Holder or beneficial owner of the Securities (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled thereof or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein;

(b)

that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments or other governmental charges;

(c)

that are payable other than by withholding from payments of Principal of or interest on the Securities;

(d)

that would not have been imposed but for the failure of the applicable recipient of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent such compliance is required by applicable law or administrative practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes;

(e)

that would not have been imposed but for the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

(f)

that would not have been imposed if presentation for payment of the relevant Securities had been made to a Paying Agent other than the Paying Agent to which the presentation was made;

(g)

that are imposed solely by reason of the Holder or beneficial owner owning or having owned, actually or constructively, 10% or more of the total combined voting power of all classes of the Company’s stock entitled to vote;

(h)

that would not have been imposed but for a failure by the Holder or beneficial owner (or any financial institution through which the Holder or beneficial owner holds any Security through which payment on the Security is made) to comply with any certification, information, identification, documentation or other reporting

requirements (including entering into and complying with an agreement with the U.S. Internal Revenue Service or any other governmental authority) imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code as in effect on the date of issuance of the Notes or any successor or amended version of such provisions; or

(i)

any combination of the foregoing clauses (a) through (h);

nor shall Additional Amounts be paid with respect to any payment of the Principal of or interest on any Security to any such Holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of the Security.

The Company shall maintain, in respect of Securities of each series outstanding, at least one Paying Agent located outside the United Kingdom.

The obligation of the Company or the Guarantor, as the case may be, to pay Additional Amounts if and when due will survive the termination of this Indenture and the payment of all amounts in respect of the Securities.

SECTION 2.03. Amendments to Section 3.02 Relating to Notice of Redemption and Partial Redemptions. Section 3.02 of the Base Indenture is amended as follows:

The reference to “30 days” in the first paragraph of Section 3.02 is hereby replaced with “15 days”.

The references to “45 days” in the sixth and seventh paragraphs of section 3.02 are hereby replaced with “30 days”.

ARTICLE III

GENERAL PROVISIONS

SECTION 3.01 Trustee Makes No Representation. The recitals contained herein shall be taken as the statements of the Company and the Guarantor, and the Trustee assumes no responsibility for the correctness of same. The Trustee makes no representation as to the validity of this Second Supplemental Indenture.

SECTION 3.02 Effect of the Second Supplemental Indenture. This Second Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. The Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and the Second Supplemental Indenture shall be read, taken and construed as one and the same instrument; provided, however, that any

provision in this Second Supplemental Indenture which conflicts with any corresponding provision in the Indenture shall replace such conflicting terms in the Indenture in their entirety, to the extent that such terms relate to any Securities issued hereafter. All provisions included in this Second Supplemental Indenture supersede any conflicting provisions included in the Indenture unless not permitted by law.

SECTION 3.03 Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 3.04 Trust Indenture Act. The Company and the Guarantor hereby certify that this Second Supplemental Indenture conforms to the current requirements of the Trust Indenture Act.

SECTION 3.05 USA PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable Law.

SECTION 3.06 Governing Law; Waiver of Jury Trial. The laws of the State of New York shall govern this Second Supplemental Indenture. Each of the Company, the Guarantor and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Second Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first written above.

GLAXOSMITHKLINE CAPITAL PLC

as Issuer



By:		/s/ Sarah-Jane Chilver-Stainer
Name:		Sarah-Jane Chilver-Stainer
Title:		Group Treasurer

GLAXOSMITHKLINE PLC

as Guarantor



By:		/s/ Sarah-Jane Chilver-Stainer
Name:		Sarah-Jane Chilver-Stainer
Title:		Group Treasurer



DEUTSCHE BANK TRUST COMPANY AMERICAS
BY DEUTSCHE BANK NATIONAL TRUST COMPANY as Trustee



By:		/s/ Chris Niesz
Name:		Chris Niesz
Title:		Vice President

By:		/s/ Kathryn Fischer
Name:		Kathryn Fischer
Title:		Vice President

Exhibit 4.2

Execution

THIRD SUPPLEMENTAL INDENTURE dated as of May 15, 2018, among GlaxoSmithKline Capital Inc., a corporation organized under the laws of the State of Delaware (the “Company”), GlaxoSmithKline plc, a public limited company incorporated under the laws of England and Wales, as guarantor (the “Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation duly organized and existing under the laws of New York (the “Trustee”) (as successor to Law Debenture Trust Company of New York, (the “Former Trustee”) which was a successor to Citibank, N.A. (the “Original Trustee” )).

RECITALS

WHEREAS, the Company, the Guarantor and the Original Trustee entered into an indenture, dated as of April 6, 2004, as amended and supplemented by a first supplemental indenture, dated as of March 18, 2013, as further amended and supplemented by a second supplemental indenture dated as of March 21, 2014, relating to the issuance from time to time by the Company of its Securities (the “Base Indenture”);

WHEREAS, the Company and the Guarantor have requested the Trustee to join with it in the execution and delivery of this third supplemental indenture (the “Third Supplemental Indenture” and together with the Base Indenture, the “Indenture”) in order to supplement and amend the Indenture solely with respect to Securities issued on or after the date hereof; in no event will the provisions of this Third Supplemental Indenture affect the interests of the Holders of Securities of any series outstanding prior to the date of this Third Supplemental Indenture in any respect;

WHEREAS, the Company and the Guarantor have determined that this Third Supplemental Indenture complies with said Section 10.01, does not affect the interests of any Holders of Securities outstanding prior to the date of this Third Supplemental Indenture and does not require notice to or the consent of any Holders; and

WHEREAS, the Company and the Guarantor represent and warrant that all things necessary to make this Third Supplemental Indenture a valid agreement of the Company, the Guarantor and the Trustee, in accordance with the terms of the Indenture, and a valid amendment of and supplement to the Indenture have been done;

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

ARTICLE I

DEFINITIONS

SECTION 1.02 Additional Definitions.

“Additional Amounts” has the meaning specified in Section 2.01 hereof.

“Taxes” has the meaning specified in Section 2.01 hereof.

ARTICLE II

AMENDMENTS TO THE INDENTURE

SECTION 2.01 Amendments to Section 4.05 Relating to Payment of Additional Amounts. Section 4.05 of the Base Indenture is amended and restated, with respect to Securities outstanding under series created on or after the date hereof, to read as follows:

Section 4.05 Payment of Additional Amounts. All payments of Principal and interest in respect of the Securities shall be free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever imposed or levied by or on behalf of (i) the government of the United Kingdom or of any territory of the United Kingdom or by any authority or agency therein or thereof having the power to tax or (ii) the government of the United States or of any state or territory of the United States or by any authority or agency therein or thereof having the power to tax (collectively, “Taxes”), except to the extent such Taxes are required to be withheld or deducted by law or by the interpretation or administration thereof. If either the Company or the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made in respect of the Securities, the Company or the Guarantor, as the case may be, shall pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received by each Holder (including such Additional Amounts) after such

withholding or deduction shall not be less than the amount such Holder would have received if the Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to Taxes:

(a) that would not have been imposed but for the existence of any present or former connection between such Holder or beneficial owner of the Securities (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the United Kingdom or the United States or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled thereof or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein;

(b) that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments or other governmental charges;

(d) that would not have been imposed but for the failure of the applicable recipient of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent such compliance is required by applicable law or administrative practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes;

(e) that would not have been imposed but for the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

(f) that would not have been imposed if presentation for payment of the relevant Securities had been made to a Paying Agent other than the Paying Agent to which the presentation was made;

(g) that are imposed solely by reason of the Holder or beneficial owner owning or having owned, actually or constructively, 10% or more of the total combined voting power of all classes of the Company’s stock entitled to vote;

(h) that would not have been imposed but for a failure by the Holder or beneficial owner (or any financial institution through which the Holder or beneficial owner holds any Security through which payment on the Security is made) to comply with any certification, information, identification, documentation or other reporting requirements (including entering into and complying with an agreement with the U.S. Internal Revenue Service or any other governmental authority) imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code as in effect on the date of issuance of the Notes or any successor or amended version of such provisions; or

(i) any combination of the foregoing clauses (a) through (h);

The Company shall maintain, in respect of Securities of each series outstanding, at least one Paying Agent located outside the United Kingdom.

SECTION 2.02 Amendments to Section 3.02 Relating to Notice of Redemption and Partial Redemptions. Section 3.02 of the Base Indenture is amended as follows:

The reference to “30 days” in the first paragraph of Section 3.02 is hereby replaced with “15 days”.

The references to “45 days” in the sixth and seventh paragraphs of section 3.02 are hereby replaced with “30 days”.

ARTICLE III

GENERAL PROVISIONS

SECTION 3.02 Effect of the Third Supplemental Indenture. This Third Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. The Indenture, as supplemented and amended by this Third Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and the Third Supplemental Indenture shall be read, taken and construed as one and the same instrument; provided, however, that any provision in this Third Supplemental Indenture which conflicts with any corresponding

provision in the Indenture shall replace such conflicting terms in the Indenture in their entirety, to the extent that such terms relate to any Securities issued hereafter. All provisions included in this Third Supplemental Indenture supersede any conflicting provisions included in the Indenture unless not permitted by law.

SECTION 3.03 Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 3.04 Trust Indenture Act. The Company and the Guarantor hereby certify that this Third Supplemental Indenture conforms to the current requirements of the Trust Indenture Act.

SECTION 3.06 Governing Law; Waiver of Jury Trial. The laws of the State of New York shall govern this Third Supplemental Indenture. Each of the Company, the Guarantor and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Third Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first written above.

GLAXOSMITHKLINE CAPITAL INC.

as Issuer



By:		/s/ Sarah-Jane Chilver-Stainer
Name:		Sarah-Jane Chilver-Stairner
Title:		Group Treasurer

GLAXOSMITHKLINE PLC

as Guarantor



By:		/s/ Sarah-Jane Chilver-Stainer
Name:		Sarah-Jane Chilver-Stairner
Title:		Group Treasurer



DEUTSCHE BANK TRUST COMPANY AMERICAS
BY DEUTSCHE BANK NATIONAL TRUST COMPANY as Trustee



By:		/s/ Chris Niesz
Name:		Chris Niesz
Title:		Vice President

By:		/s/ Kathryn Fischer
Name:		Kathryn Fischer
Title:		Vice President

Exhibit 5.1

LOGO

May 15, 2018

GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

GlaxoSmithKline Capital Inc.

1105 North Market Street, Suite 1300

Wilmington, Delaware 19801

United States

GlaxoSmithKline Capital plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Ladies and Gentlemen:

We have acted as special United States counsel to GlaxoSmithKline Capital Inc., a Delaware corporation (“GSK Capital Inc.”), GlaxoSmithKline Capital plc, a public limited company incorporated in England and Wales (“GSK Capital plc”) and GlaxoSmithKline plc, a public limited company incorporated in England and Wales (“GSK plc”), in connection with the offering pursuant to a registration statement on Form F-3 (Nos. 333-223982, No. 333-223982-01 and 333-223982-02), as amended as of its most recent effective date (May 10, 2018), insofar as it relates to the Securities (as defined below) (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)) (as so amended, including the documents incorporated by reference therein, but excluding Exhibits 25.1, 25.2 and 25.3, the “Registration Statement”) and the prospectus, dated March 28, 2018, as supplemented by the prospectus supplement thereto, dated May 10, 2018 (together, including the documents incorporated by reference therein, the “Prospectus”) of (i) guaranteed debt securities of GSK Capital Inc. consisting of U.S.$1,250,000,000 aggregate principal amount of 3.375% Notes due 2023, U.S.$1,000,000,000 aggregate principal amount of 3.625% Notes due 2025 and U.S.$1,750, 000,000 aggregate principal amount of 3.875% Notes due 2028 (together, the “GSK Capital Inc. Debt Securities”), (ii) guaranteed debt securities of GSK Capital plc consisting of U.S.$1,250,000,000 aggregate principal amount of 3.125% Notes due 2021 and U.S.$750,000,000 aggregate principal amount of Floating Rate Notes due 2021 (together, the “GSK Capital plc Debt Securities”, and together with the GSK Capital Inc. Debt Securities, the “Debt Securities”) and (iii) guarantees of GSK plc in respect of the Debt Securities (the “Guarantees” and, together with the Debt Securities, the “Securities”).

LOGO

GlaxoSmithKline plc et al., p. 2

The GSK Capital Inc. Debt Securities and the related Guarantees were issued under an indenture dated as of April 6, 2004, as amended and supplemented by the First Supplemental Indenture dated as of March 18, 2013, as further amended and supplemented by the Second Supplemental Indenture dated as of March 21, 2014, and as further amended and supplemented by the Third Supplemental Indenture dated as of May 15, 2018, among GSK Capital Inc., as issuer, GSK plc, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (as successor to Law Debenture Trust Company of New York, pursuant to an Instrument of Resignation, Appointment and Acceptance dated April 12, 2017, among GSK Capital Inc., the Trustee and Law Debenture Trust Company of New York) (the “GSK Capital Inc. Indenture”). The GSK Capital plc Debt Securities and the related Guarantees were issued under an indenture dated as of April 6, 2004, as supplemented by the First Supplemental Indenture dated as of March 21, 2014, and as further amended and supplemented by the Second Supplemental Indenture dated as of May 15, 2018, among GSK Capital plc, as issuer, GSK plc, as guarantor, and the Trustee (as successor to Law Debenture Trust Company of New York, pursuant to an Instrument of Resignation, Appointment and Acceptance dated April 12, 2017, among GSK Capital plc., the Trustee, and Law Debenture Trust Company of New York) (the “GSK Capital plc Indenture”, and together with the GSK Capital Inc. Indenture, the “Indentures”).

In arriving at the opinions expressed below, we have reviewed the following documents:

(a)

the Registration Statement;

(b)

the Prospectus;

(c)

facsimile copies of the Securities in global form as executed by GSK Capital Inc., GSK Capital plc and GSK plc, as applicable, and authenticated by the Trustee;

(d)

executed copies of the Indentures, including the certificated forms of Debt Securities; and

(e)

copies of GSK Capital Inc.’s Certificate of Incorporation and By-Laws certified by the Secretary of State of the State of Delaware and an officer of GSK Capital Inc., respectively.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of GSK Capital Inc. and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

GlaxoSmithKline plc et al., p. 3

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:

1. The GSK Capital Inc. Debt Securities in global form have been duly executed and delivered by GSK Capital Inc., and are the valid, binding and enforceable obligations of GSK Capital Inc., entitled to the benefits of the GSK Capital Inc. Indenture.

2. The GSK Capital plc Debt Securities in global form have been duly executed and delivered by GSK Capital plc under the law of the State of New York, and are the valid, binding and enforceable obligations of GSK Capital plc, entitled to the benefits of the GSK Capital plc Indenture.

3. The Guarantees have been duly executed and delivered by GSK plc under the law of the State of New York and are the valid, binding and enforceable obligations of GSK plc, entitled to the benefits of the GSK Capital Inc. Indenture and the GSK Capital plc Indenture, respectively.

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of GSK plc, GSK Capital Inc. or GSK Capital plc, (a) we have assumed that each of GSK plc, GSK Capital Inc., GSK Capital plc and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to GSK plc, GSK Capital Inc. or GSK Capital plc regarding matters of the federal law of the United States of America or the law of the State of New York or, solely with respect to GSK Capital Inc., the General Corporation Law of the State of Delaware, that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (c) we express no opinion with respect to the effect of any mandatory choice of law rules and (d) in the case of GSK plc and GSK Capital plc, such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

The waiver of defenses contained in Section 6.01 of each of the GSK Capital plc Indenture and the GSK Capital Inc. Indenture may be ineffective to the extent that any such defense involves a matter of public policy in New York.

We express no opinion as to the enforceability of Section 11.15 of each of the GSK Capital Inc. Indenture and the GSK Capital plc Indenture relating to currency indemnity.

The foregoing opinions are limited to the federal law of the United States of America, the law of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 6-K of GSK Capital Inc., GSK Capital plc and GSK plc dated May 15, 2018, and to the reference to us under the heading “Validity of Notes” in the Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

GlaxoSmithKline plc et al., p. 4

The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.


Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP



By:		/s/ Sebastian R. Sperber
		Sebastian R. Sperber, a Partner

Exhibit 5.2


CLEARY GOTTLIEB STEEN & HAMILTON LLP

NEW YORK WASHINGTON, D.C. PARIS BRUSSELS FRANKFURT COLOGNE MOSCOW	2 London Wall Place London EC2Y 5AU T: +44 20 7614 2200 F: +44 20 7600 1698 clearygottlieb.com D: +44 20 7614 2374 rpanasar@cgsh.com	ROME MILAN HONG KONG BEIJING BUENOS AIRES SÃO PAULO ABU DHABI SEOUL

	May 15, 2018

GlaxoSmithKline Capital Inc.

1105 North Market Street, Suite 1300

Wilmington, Delaware 19801

United States

GlaxoSmithKline Capital plc

980 Great West Road,

Brentford, Middlesex TW8 9GS

England

GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Ladies and Gentlemen:

We have acted as special English counsel to GlaxoSmithKline Capital Inc., a Delaware corporation (“GSK Capital Inc.”), GlaxoSmithKline Capital plc, a public limited company incorporated in England and Wales (“GSK Capital plc”) and GlaxoSmithKline plc, a public limited company incorporated in England and Wales ( the “Guarantor”), in connection with the offering pursuant to a registration statement on Form F-3 (Nos. 333-223982, 333-223982-01 and 333-223982-02), as amended as of its most recent effective date (May 10, 2018), insofar as it relates to the Securities (as defined below) (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)) (as so amended, but excluding the documents incorporated by reference therein, the “Registration Statement”) and the prospectus, dated March 28, 2018, as supplemented by the prospectus supplement thereto, dated May 10, 2018 (together, the “Prospectus”) of (i) guaranteed debt securities of GSK Capital Inc. consisting of U.S.$1,250,000,000 aggregate principal amount of 3.375% Notes due 2023, U.S.$1,000,000,000 aggregate principal amount of 3.625% Notes due 2025 and U.S.$1,750,000,000 aggregate principal amount of 3.875% Notes due 2028 (together, the “GSK Capital Inc. Debt Securities”), (ii) guaranteed debt securities of GSK Capital plc consisting of U.S.$1,250,000,000 aggregate principal amount of 3.125% Notes due 2021 and U.S.$750,000,000 aggregate principal amount of Floating Rate Notes due 2021 (together, the “GSK Capital plc Debt Securities”, and together with the GSK Capital Inc. Debt Securities, the “Debt Securities”) and (iii) guarantees of the Guarantor in respect of the Debt Securities (the “Guarantees” and, together with the Debt Securities, the “Securities”).

Cleary Gottlieb Steen & Hamilton LLP is a Limited Liability Partnership registered in England and Wales Number OC310280. It is authorised and regulated by the Solicitors Regulation Authority. A list of the members and their professional qualifications is open to inspection at the registered office, 2 London Wall Place, London EC2Y 5AU. Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.

GlaxoSmithKline Capital Inc. et al, p.2

The GSK Capital Inc. Debt Securities and the related Guarantees are issued under an indenture dated as of April 6, 2004, as amended and supplemented by the First Supplemental Indenture dated as of March 18, 2013, as further amended and supplemented by the Second Supplemental Indenture dated as of March 21, 2014, and as further amended and supplemented by the Third Supplemental Indenture dated as of May 15, 2018, among GSK Capital Inc., as issuer, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (as successor to Law Debenture Trust Company of New York, pursuant to an Instrument of Resignation, Appointment and Acceptance dated April 12, 2017, among GSK Capital Inc., the Trustee and Law Debenture Trust Company of New York) (the “GSK Capital Inc. Indenture”). The GSK Capital plc Debt Securities and the related Guarantees are issued under an indenture dated as of April 6, 2004, as supplemented by the First Supplemental Indenture dated as of March 21, 2014, and as further amended and supplemented by the Second Supplemental Indenture dated as of May 15, 2018, among GSK Capital plc, as issuer, the Guarantor and the Trustee (as successor to Law Debenture Trust Company of New York, pursuant to an Instrument of Resignation, Appointment and Acceptance dated April 12, 2017, among GSK Capital plc., the Trustee, and Law Debenture Trust Company of New York) (the “GSK Capital plc Indenture”, and together with the GSK Capital Inc. Indenture, “the Indentures”).

In arriving at the opinions expressed below, we have reviewed the following documents:

(a)

the Registration Statement;

(b)

the Prospectus;

(c)

a Certificate of the Secretary of the Guarantor dated May 15, 2018 (the “May 2018 Secretary’s Certificate”) having annexed thereto and certified as true, complete and up-to-date copies as at such date of the following documents:

(i)

the Memorandum and Articles of Association of the Guarantor; and

(ii)

the minutes of the meetings of the Board of Directors of the Guarantor held on March 15, 2018 and the Corporate Administration & Transactions Committee of the Guarantor held on March 23, 2018, May 10, 2018 and May 11, 2018;

(d)

a Certificate of the Secretary of the Guarantor dated March 21, 2014 (the “2014 Secretary’s Certificate”) having annexed thereto and certified as true, complete and up-to-date copies as at such date of the following documents:

(i)

the Memorandum and Articles of Association of the Guarantor; and

(ii)

the minutes of the meetings of the Board of Directors of the Guarantor held on March 19, 2014 and the Corporate Administration & Transactions Committee of the Guarantor held on March 19, 2014;

GlaxoSmithKline Capital Inc. et al, p.3

(e)

a Certificate of the Secretary of the Guarantor dated March 18, 2013 (the “2013 Secretary’s Certificate”) having annexed thereto and certified as true, complete and up-to-date copies as at such date of the following documents:

(i)

the Memorandum and Articles of Association of the Guarantor; and

(ii)

the minutes of the meetings of the Board of Directors of the Guarantor held on July 14, 2011 and July 11, 2012 and the Corporate Administration & Transactions Committee of the Guarantor held on March 13, 2013 and March 15, 2013 (the “2013 Guarantor Minutes”) ;

(f)

a Certificate of the Secretary of the Guarantor dated April 6, 2004 (the “2004 Guarantor’s Secretary’s Certificate”, and together with the May 2018 Guarantor’s Secretary’s Certificate, the 2014 Guarantor’s Secretary’s Certificate and the 2013 Guarantor’s Secretary’s Certificate the “Guarantor Secretary’s Certificates”) having annexed thereto and certified as true, complete and up-to-date copies as at such date of the following documents:

(i)

the Memorandum and Articles of Association of the Guarantor; and

(ii)

the minutes of the meetings of the Board of Directors of the Guarantor held on October 4, 2002 and the Corporate Administration & Transactions Committee of the Guarantor held on March 28, 2003, September 2, 2003 and March 26, 2004;

(g)

a Certificate of the Secretary of GSK Capital plc dated May 15, 2018 (the “May 2018 GSK Capital plc Secretary’s Certificate”) having annexed thereto and certified as true, complete and up-to-date copies as at such date of the following documents:

(i)

the Memorandum and Articles of Association of GSK Capital plc; and

(ii)

the minutes of the meetings of the Board of Directors of GSK Capital plc held on May 10, 2018 and May 11, 2018;

(h)

a Certificate of the Secretary of GSK Capital plc dated March 21, 2014 (the “2014 GSK Capital plc Secretary’s Certificate”) having annexed thereto and certified as true, complete and up-to-date copies as at such date of the following documents:

(i)

the Memorandum and Articles of Association of GSK Capital plc; and

GlaxoSmithKline Capital Inc. et al, p.4

(ii)

the minutes of the meetings of the Board of Directors of GSK Capital plc held on March 20, 2014;

(i)

a Certificate of the Secretary of GSK Capital plc dated April 6, 2004 (the “2004 GSK Capital plc Secretary’s Certificate, and together with the May 2018 GSK Capital plc Secretary’s Certificate, the March 2018 GSK Capital plc Secretary’s Certificate, and the 2014 GSK Capital plc Secretary’s Certificate, the “GSK Capital plc Secretary’s Certificates”) having annexed thereto and certified as true, complete and up-to-date copies as at such date of the following documents:

(i)

the Memorandum and Articles of Association of GSK Capital plc; and

(ii)

the minutes of the meetings of the Board of Directors of GSK Capital plc held on March 26, 2004;

(j)

facsimile copies of the Securities in global form as executed by GSK Capital Inc., GSK Capital plc and the Guarantor, as applicable, and authenticated by the Trustee; and

(k)

executed copies of the Indentures, including the certificated form of Debt Securities.

In addition, we have reviewed the originals, or copies certified or otherwise identified to our satisfaction, of all such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In this opinion letter, the Securities and the Indentures are referred to collectively as the “Transaction Documents” or each individually as a “Transaction Document”.

In rendering the opinions expressed below we have assumed and not verified:

(a)

the genuineness of all signatures, stamps and seals, the authenticity and completeness of all documents supplied to us and the conformity to the originals of all documents supplied to us as photocopies, facsimile or electronic copies;

(b)

that, where a document has been examined by us in draft, specimen or certificated form, it has been or will be executed in the form of that draft, specimen or certificate;

(c)

the accuracy as to factual matters of each document we have reviewed (including, without limitation, the accuracy of all statements in each of the Guarantor’s Secretary’s Certificates and in each of the GSK Capital plc Secretary’s Certificates as at the date of such certificates);

(d)

that where a document is required to be delivered, each party to it has delivered the same without it being subject to any escrow or other similar arrangement;

GlaxoSmithKline Capital Inc. et al, p.5

(e)

that all consents, approvals, notices, filings and registrations that are necessary under any applicable laws or regulations (other than laws or regulations of the United Kingdom) in order to permit the execution, delivery or performance of the Transaction Documents have been or will be duly made or obtained;

(f)

that each of the Transaction Documents constitutes legal, valid and binding obligations of the parties thereto under all applicable laws (including the laws of the State of New York by which the Transaction Documents are expressed to be governed) enforceable in accordance with their terms and have the same meaning and effect as if they were governed by English law;

(g)

that each of the Transaction Documents has been or will be duly authorised, executed and delivered by or on behalf of each of the parties to such Transaction Document (other than the Guarantor and GSK Capital plc) and each such party (other than the Guarantor and GSK Capital plc) has the power, capacity and authority to execute, deliver and perform its obligations contained in each of the Transaction Documents to which it is a party;

(h)

that there are no provisions of the laws of any jurisdiction outside England and Wales that would have any implication for the opinions we express and that, insofar as the laws of any jurisdiction outside England and Wales may be relevant to this opinion letter, such laws have been and will be complied with;

(i)

that any limit on borrowings to which each of the Guarantor and GSK Capital plc is subject has not been exceeded, and that the entry into or the performance of the Transaction Documents will not cause any such limit on borrowings to be exceeded;

(j)

that each of the parties to the Transaction Documents has fully complied with its obligations under all applicable money laundering legislation;

(k)

that the binding effect of the Transaction Documents on the parties thereto is not affected by duress, undue influence or mistake, and no document has been entered into by any of the parties thereto in connection with any unlawful activity;

(l)

that the information relating to each of the Guarantor and GSK Capital plc disclosed by our searches on May 15, 2018 at Companies House at their website at www.companieshouse.gov.uk and by telephone at the Central Registry of Winding Up Petitions at the Companies Court in London in relation to each of the Guarantor and GSK Capital plc was then complete, up to date and accurate and has not since then been materially altered and that such searches did not fail to disclose any material information which had been delivered for registration but did not appear on the website or the relevant file in London at the time of our search, and that such oral disclosures did not fail to disclose any material information or any petition for an administration order, dissolution or winding-up order in respect of each of the Guarantor and GSK Capital plc that has been presented in England and Wales;

GlaxoSmithKline Capital Inc. et al, p.6

(m)

that each director of each of the Guarantor and GSK Capital plc has disclosed any interest which he may have in the transactions contemplated by each of the Transaction Documents in accordance with the provisions of the Companies Act 1985 and the Companies Act 2006 and the Articles of Association of each of the Guarantor and GSK Capital plc, and that none of the relevant directors of each of the Guarantor and GSK Capital plc has any interest in such transactions except to the extent permitted by the Articles of Association of each of the Guarantor and GSK Capital plc; and

(n)

that the execution and delivery of each of the Transaction Documents by each of the Guarantor and GSK Capital plc and the exercise of its respective rights and performance of its respective obligations thereunder will materially benefit the Guarantor or GSK Capital plc, as the case may be, and that the respective directors of the Guarantor and GSK Capital plc acted in good faith and in the interests of the Guarantor or GSK Capital plc, as the case may be, in approving each of the Transaction Documents and the transactions contemplated thereby.

Based on the foregoing, and subject to the further qualifications and limitations set forth below, it is our opinion that:

1. Each of the Guarantor and GSK Capital plc has been duly incorporated as a public limited company under the laws of England and Wales. A search of the records of the Registrar of Companies as made public through the www.companieshouse.gov.uk website on May 15, 2018 and an oral enquiry made to the Central Registry of Winding up Petitions at the Companies Court at approximately 10.47 AM GMT on May 15, 2018 revealed no petition, order or resolution for the winding up of either the Guarantor or GSK Capital plc and no petition for, and no notice of appointment of, a receiver or administrator, provided that:

(a)

the searches with Companies House referred to above are not conclusively capable of revealing whether or not (i) a winding up order has been made in respect of a company or a resolution passed for the winding up of a company, or (ii) an administration order has been made in respect of a company, or (iii) a receiver, administrative receiver, administrator or liquidator has been appointed in respect of a company, since notice of these matters might not be filed with Companies House immediately and, when filed, might not be made available through the website or entered on the files of Companies House relating to insolvency details with respect to the relevant company immediately. In addition, such searches are not capable of revealing, prior to the making of the relevant order, whether or not a winding up petition or a petition for an administration order has been presented; and

(b)

the enquiry at the Central Registry of Winding up Petitions at the Companies Court referred to above relates only to a compulsory winding up and is not capable of revealing conclusively whether or not a winding up petition in respect of a compulsory winding up has been presented since details of the petition may not have been entered on the records of the Central Registry of Winding up

GlaxoSmithKline Capital Inc. et al, p.7

Petitions immediately or, in the case of a petition presented to a County Court, may not have been notified to the Central Registry and entered on such records at all, and the response to an enquiry only relates to the period of six months prior to the date when the enquiry was made. We have not made enquiries of any County Court as to whether a petition for the appointment of an administrator has been presented to, or an administration order has been made by, any County Court against either the Guarantor or GSK Capital plc.

2. Each of the Guarantor and GSK Capital plc possesses the corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

3. The Indentures have been duly authorised, executed and delivered by the Guarantor.

4. The GSK Capital plc Indenture has been duly authorised, executed and delivered by GSK Capital plc.

We express no opinion as to any agreement, instrument or other document that may arise or be entered into, or as to any liability to tax or obligation to report to any tax authority that may arise or be incurred as a result of or in connection with the Transaction Documents, including, without limitation, the creation, issue or offer of the Debt Securities or the Guarantees or any other transaction.

The opinions set out above are limited to the laws of England and Wales in force as at the date of this opinion letter, as currently applied by the courts in England and Wales, and are given on the basis that this opinion letter will be governed by and construed in accordance with English law.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 6-K of the Guarantor, GSK Capital Inc. and GSK Capital plc dated May 15, 2018 and to the reference to us under the heading “Validity of Notes” in the Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.


Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By:		/s/ Raj S. Panasar
		Raj S. Panasar, a Partner