Exhibit 5.1
 
 
 our ref | JKS/CJR 01-372919
    
    your ref |
    
    date | 22 June 2011
 
 To:
    
    Elan Corporation plc
Elan Finance public limited company
c/o Elan Corporation, plc
Treasury Building
Lower Grand Canal Street
Dublin 2
Ireland
 Elan Finance plc
 Issue of US$200,000,000 8.75% Senior Notes Due 2016 (the Exchange Notes)
 co-issued
with Elan Finance Corp (together the Issuers, and each an
Issuer)
 and
 fully and unconditionally guaranteed by Elan Corporation plc and the Subsidiary Note Guarantors
  Guarantor Elan Finance Exchange Offer Original Notes, Notes
 Documents examined
 1.
    
    For the purpose of giving this Opinion we have examined:
 1.1.
    
    the Form-4 Registration Statement dated 22 June 2011 relating to the Exchange Notes (the Registration Statement);
  S.C. Hamilton
    
    C.E. Gill
    
    V.J. Power
    
    P.V. Maher
    
    E. MacNeill
    
    N. OSullivan
    
    S.OCroinin
    
    J.B. Somerville
    
    A. Roberts
    
    D. Main P.T. FahyR.B. Buckley
    
    E.M. Fitzgerald
    
    L.A. Kennedy
    
    S. ORiordan
    
    K.P. Allen
    
    M.J. Ward
    
    J.W. Yarr
    
    M.F. Barr
    
    C. Widger
    
    J. Cahir A.J. JohnstonP.M. Law
    
    B.M. Cotter
    
    S.M. Doggett
    
    M.P.McKenna
    
    E.A. Roberts
    
    A.C. Burke
    
    D.R. Baxter
    
    A.J.Quinn
    
    M. Dale
    
    M. TraynorP.J. Carroll
    
    J.G. Grennan
    
    B.McDermott
    
    K.A. Feeney
    
    C. Rogers
    
    J. Given
    
    A.McCarthy
    
    M.L. Stack
    
    N. Coyne
    
    P.M. MurrayJ.H. Hickson
    
    J.Coman
    
    C. Duffy
    
    M.Sherlock
    
    G. OToole
    
    D. Widger
    
    J.F. Whelan
    
    B.Walsh
    
    C. McCourt
    
    N. RyanM.F. OGorman
    
    P.D. White
    
    E.M. Brady
    
    E.P. Conlon
    
    J.N. Kelly
    
    C. Christle
    
    D.R. Conlon
    
    A.M.Curran
    
    R.M. Moore
    
    K. Furlong
 Consultants:




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1.2.
    
    the Indenture dated 17 August 2010 relating to the Notes (the Indenture) made
among the Issuers, the Guarantor, the Subsidiary Note Guarantors and The Bank of New
York Mellon as Trustee (the Trustee);1.3.
    
    the Registration Rights Agreement dated 17 August 2010 made among the
Issuers, the Guarantor, the Subsidiary Note Guarantors and the Trustee;1.4.
    
    a secretarys certificate of the Guarantor dated 22 June 2011 attaching:
 1.4.1.
    
    copies of the certificate of incorporation and the memorandum and articles
of association of the Guarantor;1.4.2.
    
    a certified extract of the minutes of a meeting of the board of directors of
the Guarantor held on 5 August 2010;1.4.3.
    
    a copy of the minutes of a meeting of a sub-committee of the board of
directors of the Guarantor held on 11 August 2010; and1.4.4.
    
    a list of persons authorised to execute the Agreements on behalf of the
Guarantor;
 1.5.
    
    a secretarys certificate of Elan Finance dated 22 June 2011 attaching:
 1.5.1.
    
    copies of the certificate of incorporation, the certificate of entitlement
to do business and memorandum and articles of association of Elan Finance and1.5.2.
    
    a copy of the minutes of a meeting of the board of directors of Elan Finance
held on 11 August 2010; and1.5.3.
    
    a list of persons authorised to execute the Agreements on behalf of Elan
Finance;
 1.6.
    
    a secretarys certificate of each of the Irish Subsidiaries (as defined
below) dated 22 June 2011 attaching:
 1.6.1.
    
    copies of the certificate of incorporation, any certificate of incorporation
on a change of name and the memorandum and articles of association of each
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Irish Subsidiary; and
 1.6.2.
    
    a copy of the minutes of a meeting of the board of directors of each Irish
Subsidiary held on 11 August 2010; and1.6.3.
    
    a list of persons authorised to execute the Agreements on behalf of each
Irish Subsidiary;
 1.7.
    
    a secretarys certificate of the Guarantor dated 22 June 2011 as to the
beneficial ownership of the entire issued share capital of the Irish Subsidiaries by
the Guarantor; and1.8.
    
    such other documents we regard as necessary or desirable for the purpose of
giving this Opinion.
 BASES OF OPINION
  2.1.
    
    In this Opinion
 (i)
    
    the Agreementsmeans the Registration Rights Agreement and
the Indenture;(ii)
    
    the Irish Partiesmeans Elan Finance, the Guarantor and the
Irish Subsidiaries; and(iii)
    
    the Irish Subsidiariesmeans the Irish companies named in
the Schedule hereto.
 2.2.
    
    Terms and expressions which are defined in the Registration Statement or in
the Agreements have the same respective meanings where used in this Opinion.2.3.
    
    This Opinion is confined to matters of Irish law as applied by the Courts of
Ireland as at the date hereof and is given on the basis that it shall be governed by
and construed in accordance with Irish law without reference to the provision of other
laws imported by private international law. We have made no investigation of, and
express no opinion as to, the laws of any other jurisdiction.
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2.4.
    
    This Opinion is limited strictly to the matters stated herein and is not to
be read as extending, by implication or otherwise, to any other matter.2.5.
    
    This Opinion is addressed only to Elan Finance and the Guarantor and may not
be furnished to or relied upon by any other person other than with our prior written
approval, it being understood that the Opinion is given as of the date hereof and may
not be relied upon as of any later date.
 Assumptions:
 3.
    
    For the purpose of issuing this Opinion we have made the following assumptions without any
responsibility on our part if any assumption proves to have been untrue as we have not
independently verified any assumption:
 3.1.
    
    that under the laws of the State of New York:
 3.1.1.
    
    the form and terms and conditions of the Notes; and3.1.2.
    
    the provisions of the Agreements
 are valid and binding on the parties to be bound thereby;3.2.
    
    the authenticity of all documents submitted to us as originals;3.3.
    
    the completeness and conformity to the originals of all copy letters,
resolutions, documents, certificates, permissions, minutes, licences, authorisations
and all other copy documents of any kind furnished to us;3.4.
    
    the genuineness of all signatures and seals upon original documents;3.5.
    
    the accuracy and completeness of all information appearing on public records;3.6.
    
    that the certified copies produced to us of minutes of meetings (or extracts
thereof) and/or of resolutions are true copies and correctly record the proceedings at
such meetings and/or the subject matter which they purport to record, and that all
meetings referred to in such copies were duly convened and held, that those present at
any such meetings acted bona fide throughout, that all resolutions set out in such
copies were duly passed and that no further resolutions have been passed or
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corporate or other actions taken which would or might alter the effectiveness
thereof;3.7.
    
    that the Agreements have each been executed and delivered by each of the
parties thereto (other than the Irish Parties) in the respective forms examined by us;3.8.
    
    the due authorisation, execution and delivery of the Agreements by each of
the parties thereto other than the Irish Parties and that the performance thereof is
within the capacity and power of each of the parties thereto other than the Irish
Parties;3.9.
    
    the absence of any other arrangements between any of the parties to the
Agreements which modify or supersede any of the terms of the Agreements;3.10.
    
    that (i) any offer of Notes in the European Economic Area will only be made
in circumstances which do not require the publication of a prospectus pursuant to
Regulation 9 of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (the
Prospectus Regulations) and (ii) the Notes have been admitted to trading on the
regulated market and to the Official List of the Irish Stock Exchange Limited;3.11.
    
    that on each interest payment date book entry interests in the Notes will be
held in DTC;3.12.
    
    that each of the parties to the Agreements other than the Irish Parties are
able lawfully to enter into such agreement or deed;3.13.
    
    that the Notes will have been duly prepared and completed in accordance with
the provisions and arrangements contained or described in the Registration Statement
and the Indenture;3.14.
    
    that the obligations secured by the Notes are not charged or encumbered on
property situated in Ireland;3.15.
    
    that no payment of interest on the Notes will be made through or by a paying
agent in Ireland;3.16.
    
    any Exchange Notes issued under an Exchange Offer will constitute substitute
evidence of the indebtedness originally represented by the original Notes tendered in
the Exchange Offer and will not represent the incurrence of new indebtedness by the
Issuers; and
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3.17.
    
    that the Irish Subsidiaries have entered into the Indenture in good faith,
for legitimate business purposes, for good consideration and that they will derive a
commercial benefit therefrom.
 OPINION
 4.
    
    Subject to the assumptions set out at 3 above, and the qualifications set out at 5 below, we
are of the opinion that:The Guarantor
 4.1.
    
    the Guarantor is duly incorporated under the laws of Ireland as a public
company with limited liability and has full power and capacity to give the Guarantee
as set out in the Indenture, to execute and deliver the Agreements, to undertake and
perform the obligations expressed to be assumed by it therein, and has all necessary
corporate capacity to carry on, amongst other things, the business of developing,
manufacturing, buying, selling, distributing and dealing in all kinds of
pharmaceutical, medicinal, proprietary and industrial preparations, compounds and
articles of every kind and carrying on any other business, except the issuing of
policies and insurance, which may seem to the Guarantor capable of being conveniently
carried on in connection with the business of developing, manufacturing, buying,
selling, distributing or dealing in, pharmaceutical, medicinal, proprietary and
industrial preparations, compounds and articles of every kind and promoting and
establishing subsidiary companies and holding the share capital of the same;4.2.
    
    based only upon searches carried out at the Companies Registration Office in
Dublin and at the Central Office of the High Court in Ireland in each case on 22 June
2011, no order has been made or resolution passed for the winding up of, or the
appointment of an examiner to, the Guarantor and no notice of the appointment of any
receiver or liquidator to the Guarantor has been filed;4.3.
    
    the Agreements have each been duly authorised, executed and delivered by the
Guarantor and the obligations expressed to be accepted by the Guarantor therein are
valid and legally binding on, and are in a form capable of enforcement against the
Guarantor under the laws of Ireland in the Courts of Ireland in accordance with their
respective terms;
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4.4.
    
    all actions necessary under the laws of Ireland have been duly taken by or on
behalf of the Guarantor and all authorisations and approvals necessary under the laws
of Ireland have been duly obtained for the authorisation, execution and delivery by
the Guarantor of the Agreements and the performance by the Guarantor of its
obligations thereunder;
 Elan Finance
 4.5.
    
    Elan Finance is duly incorporated under the laws of Ireland as a public
company with limited liability and has full power and capacity to issue the Notes as
set out in the Indenture, to execute and deliver the Agreements, to undertake and
perform the obligations expressed to be assumed by it therein, to carry on the
business of issuing, selling, buying and dealing generally in bonds, commercial paper,
promissory notes, obligations, certificates of deposit, treasury bills, trade bills,
bills of exchange, bills of lading, bank acceptances, interests and property, monetary
interest, shares, stocks, debentures, debenture stock, letters of credit, circular
notes, financial and investment instruments and all other instruments of whatsoever
kind, carrying on any business, except for the issuing of policies of insurance, which
may seem to Elan Finance capable of being conveniently carried on in connection with
the foregoing and lending money to such persons or companies with or without security
and upon such terms as may to Elan Finance seem expedient;4.6.
    
    based only upon searches carried out at the Companies Registration Office in
Dublin and at the Central Office of the High Court in Ireland in each case on 22 June
2011, no order has been made or resolution passed for the winding up of, or the
appointment of an examiner to, Elan Finance and no notice of the appointment of any
receiver or liquidator to Elan Finance has been filed;4.7.
    
    the Agreements have each been duly authorised, executed and delivered by Elan
Finance and the obligations expressed to be accepted by Elan Finance therein are valid
and legally binding on, and are in a form capable of enforcement against Elan Finance
under the laws of Ireland in the Courts of Ireland in accordance with their respective
terms;4.8.
    
    all actions necessary under the laws of Ireland have been duly taken by or on
behalf of Elan Finance and all authorisations and approvals necessary under the laws
of Ireland have been duly obtained for the authorisation, execution and delivery by
Elan Finance of the Agreements and the performance by Elan Finance of its obligations
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thereunder and the issue of the Notes by Elan Finance;
 The Irish Subsidiaries
 4.9.
    
    each of the Irish Subsidiaries is duly incorporated under the laws of Ireland
as a company with limited liability and has full power and capacity to give the
Guarantee as set out in the Indenture, to execute and deliver the Indenture and to
undertake and perform the obligations expressed to be assumed by it therein;4.10.
    
    each of the Irish Subsidiaries is directly or indirectly a wholly owned
subsidiary of the Guarantor;4.11.
    
    based only upon searches carried out at the Companies Registration Office in
Dublin and at the Central Office of the High Court in Ireland in each case on 22 June
2011, no order has been made or resolution passed for the winding up of, or the
appointment of an examiner to, any of the Irish Subsidiaries and no notice of the
appointment of any receiver or liquidator to any of the Irish Subsidiaries has been
filed;4.12.
    
    the Agreements to which it is party have each been duly authorised, executed
and delivered by each of the Irish Subsidiaries and the obligations expressed to be
accepted by each of the Irish Subsidiaries therein are valid and legally binding on,
and are in a form capable of enforcement against each of the Irish subsidiaries under
the laws of Ireland in the Courts of Ireland in accordance with the terms of the
Indenture;4.13.
    
    all actions necessary under the laws of Ireland have been duly taken by or
on behalf of each of the Irish Subsidiaries and all authorisations and approvals
necessary under the laws of Ireland have been duly obtained for the authorisation,
execution and delivery by each of the Irish Subsidiaries of the Agreements and the
performance by each of the Irish Subsidiaries of its obligations thereunder;
 Choice of Law and Jurisdiction
 4.14.
    
    in any proceedings taken in Ireland for the enforcement of the Notes and or
the Agreements, the choice of the law of New York as the governing law of the
contractual rights and obligations of the parties under the Notes and the Agreements
would be upheld by the Irish Courts in accordance or subject to the provisions of the
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Rome I Regulation EC No 593/2008 on the Law Applicable to Contractual Obligations;
 4.15.
    
    in any proceedings taken in Ireland for the enforcement of a judgment
obtained against the Irish Parties in the courts of New York (a Foreign Judgment) the
Foreign Judgment would be recognised and enforced by the courts of Ireland save that
to enforce such a Foreign Judgment in Ireland it would be necessary to obtain an order
of the Irish courts. Such order should be granted on proper proof of the Foreign
Judgment without any re-trial or examination of the merits of the case subject to the
following qualifications:
 4.15.1.
    
    that the foreign court had jurisdiction, according to the laws of Ireland;4.15.2.
    
    that the Foreign Judgment was not obtained by fraud;4.15.3.
    
    that the Foreign Judgment is not contrary to public policy or natural
justice as understood in Irish law;4.15.4.
    
    that the Foreign Judgment is final and conclusive;4.15.5.
    
    that the Foreign Judgment is for a definite sum of money; and4.15.6.
    
    that the procedural rules of the court giving the Foreign Judgment have
been observed;
 Any such order of the Irish courts may be expressed in a currency other than euro
in respect of the amount due and payable by any of the Irish Parties but such order
may be issued out of the Central Office of the Irish High Court expressed in euro
by reference to the official rate of exchange prevailing on the date of issue of
such order. However, in the event of a winding up of any of the Irish Parties,
amounts claimed in US Dollars against any of the Irish Parties in a currency other
than the euro (the Foreign Currency) would, to the extent properly payable in the
winding up, be paid if not in the Foreign Currency in the euro equivalent of the
amount due in the Foreign Currency converted at the rate of exchange pertaining on
the date of the commencement of such winding up; and
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Irish Taxation
 4.16.
    
    an exchange of original Notes for Exchange Notes under the Exchange Offer
should not constitute a disposal for Irish capital gains tax purposes and accordingly
no Irish taxation liability should arise for a noteholder on such exchange provided
that no additional consideration is received by the noteholder in respect of the
exchange and provided Elan Finance remains a qualifying company under the provisions
of Section 110 of the Taxes Consolidation Act, 1997, no Irish stamp duty should arise
on such an exchange.
 QUALIFICATIONS
 5.
    
    The Opinions expressed at 4 above are subject to the following qualification;
 5.1.
    
    the term enforceable as used above means that the obligations assumed by
Elan Finance or each Guarantor are of a type which the Courts of Ireland enforce. It
does not mean or imply that those obligations will necessarily be enforced in all
circumstances in accordance with their respective terms or that any particular remedy
will be available. In particular:-
 5.1.1.
    
    enforcement may be limited by laws from time to time relating to bankruptcy,
insolvency, liquidation, examinership, receivership, preferential creditors,
limitations of actions and laws of general application relating to or
affecting the rights of creditors;5.1.2.
    
    where obligations of Elan Finance or any Guarantor are to be performed in a
jurisdiction outside Ireland, they may not be enforceable in Ireland to the
extent that performance would be illegal under the laws of that jurisdiction;5.1.3.
    
    claims in respect of Notes or the Guarantee may be or become the subject of
set off or counterclaim;5.1.4.
    
    enforcement may be limited by general principles of equity  for example
specific performance or other equitable remedies are a discretion and may not
be available where damages are considered by the courts to be an adequate
remedy;
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5.1.5.
    
    claims may become barred under relevant statutes of limitation if not
pursued within the time limited by such statutes whether by an originating
action in Ireland or by an action to enforce a final judgement given by a
United States or State Court in the State of New York or County of New York;5.1.6.
    
    enforcement may also be limited as a result of:
 (1)
    
    the provision of Irish law applicable to
contracts held to have become frustrated by events happening after
their execution or(2)
    
    any breach of the terms of an agreement by
the parties seeking to enforce the same;
 5.2.
    
    a determination, description, calculation, opinion or certificate of any
party under the Agreements as to any matter provided for in the Agreements might be
held by the Courts of Ireland not to be final, conclusive or binding if it could be
shown to have been an unreasonable, incorrect or arbitrary basis or not to have been
made in good faith;5.3.
    
    the Courts of Ireland may refuse to award legal expenses or costs in respect
of any action before them where application for the same is made on the basis of any
indemnity contained in the Agreements;5.4.
    
    pursuant to Section 131 of the Stamp Duties Consolidation Act, 1999 any
indemnity given by the Guarantor in respect of payment of Irish stamp duties may not
be enforceable;5.5.
    
    any currency indemnity contained in the Agreements may not be enforceable;
and5.6.
    
    any transfer of, or payment in respect of a Note or Agreement involving any
country which is currently the subject of an order made by the Minister for Finance of
Ireland restricting financial transfers pursuant to the Financial Transfers Act, 1992,
and/or Section 42 of the Criminal Justice (Terrorist Offences) Act, 2005. Currently,
Belarus, Burma (Myanmar), the Democratic Republic of Congo, Iran, Iraq, the Ivory
Coast (Cote dIvoire), the Democratic Peoples Republic of Korea (North Korea),
Lebanon, Liberia, the Republic of Guinea, Somalia, Sudan, Usama bin Laden, the
Al-Qaeda network and the Taliban of Afghanistan, Uzbekistan, Zimbabwe, persons
associated
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with Slobodan Milosevic, and the former Yugoslavia, amongst others, are the subject
of such orders. Any transfer of, or payment in respect of, a Note or Agreement
involving the government of any country which is currently the subject of United
Nations sanctions, any person or body resident in, incorporated in or constituted
under the laws of any such country or exercising public functions in any such
country or any person or body controlled by any of the foregoing may be subject to
restrictions pursuant to such sanctions as implemented in Irish law.5.7.
    
    We express no opinion on the terms of the Agreements other than by reference
to the legal character thereof.
   /s/ A&L Goodbody
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SCHEDULE
          13