8-K - LIN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): December 5, 2022

Linde plc

(Exact name of registrant as specified in its charter)

Ireland	001-38730	98-1448883
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
10 Riverview Dr.<br> <br>Danbury, Connecticut<br> <br>United States 06810	Forge<br> <br>43 Church Street West<br> <br>Woking, Surrey GU21 6HT<br> <br>United Kingdom
---	---

(Address of principal executive offices) (Zip Code)

+44 1483 242200

(Registrant’s telephone numbers, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol	Name of each exchange<br> <br>on which registered
Ordinary shares (€0.001 nominal value per share)	LIN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.	Other Events.

On December 5, 2022, Linde Inc. (the “Issuer”), a wholly owned subsidiary of Linde plc (the “Company”), issued $300,000,000 aggregate principal amount of 4.800% notes due December 5, 2024 (the “2024 Notes”) and $600,000,000 aggregate principal amount of 4.700% notes due December 5, 2025 (the “2025 Notes” and, together with the 2024 Notes, the “Notes”). The Notes are fully and unconditionally guaranteed by the Company, and such guarantee by the Company is guaranteed by Linde GmbH, another wholly owned subsidiary of the Company.

The net proceeds of this offering were approximately $895.6 million, after deducting underwriting discounts, fees and expenses associated with the offering. The Issuer intends to use the net proceeds for general corporate purposes.

In connection with the offering, the Issuer entered into a Terms Agreement dated as of November 28, 2022 (the “Terms Agreement”), among the Issuer, the Company, Linde GmbH, and BofA Securities, Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters. The Terms Agreement and the Standard Underwriting Agreement Provisions (June 2, 2020 edition) incorporated by reference in the Terms Agreement are filed as Exhibit 1.1 and 1.2 to this Form 8-K, respectively.

The Notes were issued under an indenture (the “Indenture”), dated as of August 10, 2020, among the Issuer (formerly known as Praxair, Inc.), the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. The Indenture, the Form of 2024 Notes with Guarantee Endorsements and the Form of 2025 Notes with Guarantee Endorsements are filed as exhibits to this Form 8-K and the description of the Indenture contained herein is qualified in its entirety by reference to the Indenture.

This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, including any securities of the Company or the Issuer. The foregoing description is qualified in its entirety by reference to the exhibits filed herewith.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibit. The following exhibit is filed herewith:

Exhibit<br>No.	Description
1.1	Standard Underwriting Agreement Provisions (June 2, 2020 Edition) (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-3 filed on June 2, 2020 (Registration No. 333-238875))
1.2	Terms Agreement, dated as of November 28, 2022, among Linde Inc., Linde plc, Linde GmbH, and BofA Securities, Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters
4.1	Indenture, dated as of August 10, 2020, among Linde Inc. (formerly known as Praxair, Inc.), Linde plc and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (Filed as Exhibit 4.1 to the Linde plc Form 8-K dated August 10, 2020, Filing No. 1-38730, and incorporated herein by reference).
4.2	Form of 4.800% Notes due 2024 with Guarantee Endorsements
4.3	Form of 4.700% Notes due 2025 with Guarantee Endorsements
5.1	Opinion of Cahill Gordon & Reindel LLP
5.2	Opinion of Arthur Cox
5.3	Opinion of Linklaters LLP
23.1	Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.1)
23.2	Consent of Arthur Cox (included in Exhibit 5.2)
23.3	Consent of Linklaters LLP (included in Exhibit 5.3)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LINDE PLC
Date: December 5, 2022
	By:	/s/ Guillermo Bichara
	Name:	Guillermo Bichara
	Title	Executive Vice President and Chief Legal Officer

EX-1.2

EXHIBIT 1.2

TERMS AGREEMENT

November 28, 2022

LINDE INC.

10 Riverview Drive

Danbury, CT 06810-6268

Ladies and Gentlemen:

Reference is made to the Standard Underwriting Agreement Provisions (June 2, 2020 edition) that is Exhibit 1.1 of the Registration Statement on Form S-3 referenced below and filed by Linde plc with the Securities and Exchange Commission. Such Standard Underwriting Agreement Provisions, other than the form of Terms Agreement attached thereto as Exhibit A (the “Standard Provisions”), are incorporated herein by reference in their entirety (as modified as set forth in Section 2 below) and shall be deemed to be a part of this Terms Agreement to the same extent as if the Standard Provisions had been set forth in full herein. Terms defined in the Standard Provisions are used herein as therein defined.

1.	Terms.

Subject to the terms and conditions set forth herein or incorporated by reference herein from the Standard Provisions, each Underwriter named in Annex I attached hereto agrees, severally and not jointly, to purchase the Offered Securities described below in the amount set forth opposite such Underwriter’s name on such Annex. The closing in respect of the purchase and sale of the Offered Securities shall occur on the date set forth below as the “Closing Date” at or about the time specified below.

Registration Statement:	333-238875
Date of Base Prospectus:	June 2, 2020
Date of Preliminary Prospectus Supplement:	November 28, 2022
Pricing Term Sheet:	Attached as Annex II hereto
Date of Prospectus Supplement:	November 28, 2022
Time of Sale:	5:50 p.m. (New York City time) on November 28, 2022
Closing Date:	December 5, 2022 (T+5)
Time of Closing:	9:00 a.m. (New York City time) on December 5, 2022
Names and Addresses of Representatives for notices per Section 10 of the Standard Provisions:	BofA Securities, Inc. <br>114 W 47th St.,<br>NY8-114-07-01<br> <br>New York, New York<br>10036 <br>Attention: High Grade Transaction<br> <br>Management/Legal<br><br><br>Fax: 646-855-5958<br><br><br><br> <br>Citigroup Global Markets Inc. <br>388 Greenwich Street<br><br><br>New York, New York 10013 <br>Attention: General Counsel<br> <br>Fax: 646-291-1469<br> <br><br><br><br>Deutsche Bank Securities Inc. <br>1 Columbus Circle<br> <br>New York, New<br>York 10019 <br>Attention: Debt Capital Markets Syndicate, with a<br> <br>copy to General Counsel<br><br><br>Fax: 646-374-1071
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For purposes of Sections 2 and 7 of the Standard Provisions, the information furnished to the Registrants by any Underwriter:	The third sentence of the ninth paragraph, regarding the underwriters intending to make a market in the Notes, and the eleventh, twelfth and the thirteenth paragraph, regarding the underwriters’ other relationships with the<br>Issuer, under the heading “Underwriting” in the Preliminary Prospectus Supplement.
Issuer:	Linde Inc. (formerly known as Praxair, Inc.)
Title of Offered Securities:	4.800% Notes due 2024 (the “2024 Notes”)<br> <br><br><br><br>4.700% Notes due 2025 (the “2025 Notes” and, together with the 2024 Notes, the “Offered Securities”)
Purchase Price for Underwriters:	2024 Notes: 99.757% of the principal amount thereof, plus accrued interest, if any, from December 5, 2022<br><br><br><br> <br>2025 Notes: 99.642% of the principal amount thereof, plus accrued interest, if any, from<br>December 5, 2022
2.	Modifications to the Standard Provisions.
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For purposes of this Terms Agreement, all references to “Praxair, Inc.” and “Praxair” in the Standard Provisions shall be deemed to refer to “Linde Inc.”

For purposes of this Terms Agreement, in Section 2(C)(g) of the Standard Provisions, the definition of “Designated Jurisdiction” shall be amended to add “the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic” before the closing parentheses, and the definition of “Sanction(s)” shall be amended to change “Her Majesty’s Treasury” to “HM Treasury”.

For purposes of this Terms Agreement, Section 4(g) of the Standard Provisions is replaced with the following:

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“Between the date of any Terms Agreement and the Closing Date specified in such agreement, Linde Inc. will not, without the prior consent of the Representatives (which consent shall not be unreasonably withheld or delayed), directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of any debt securities of Linde Inc. having a maturity of more than one year from the date of issue that are similar in terms of the Offered Securities, or publicly disclose the intention to make any such offer, sale, pledge or other transfer disposition.”

For purposes of this Terms Agreement, Exhibits B-1, B-2, C-1, C-2 and D to the Standard Provisions are replaced with the forms of opinions and letter agreed prior to the Time of Sale between the relevant counsel and counsel for the Underwriters.

For purposes of this Terms Agreement, the words before “(i)” in Section 6(f) of the Standard Provisions are replaced with the following:

“The Representatives shall have received a certificate, dated the Closing Date, of the President, any Vice President, a principal financial or accounting officer or Permanent Representative of the Company in which such person (in such person’s capacity as such) shall state that, to the best of such person’s knowledge,”.

3.	Other Liabilities Governed by Non-EEA Law / Non-UK Law.

Notwithstanding and to the exclusion of any other term of this Terms Agreement or any other agreements, arrangements, or understanding between the parties hereto, each counterparty to a BRRD Party acknowledges and accepts that a BRRD Liability arising under this Terms Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Terms Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person, and the issue to or conferral on it of such shares, securities or obligations;

(iii) the cancellation of the BRRD Liability; and

(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

(b) the variation of the terms of this Terms Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

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As used in this Section 3:

“Bail-in Legislation” means in relation to the UK and a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time

“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“BRRD Party” means a party to this Terms Agreement that is subject to Bail-in Powers.

“EU Bail-in LegislationSchedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

“BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.

4.	Miscellaneous.

We represent that we are authorized to act for the several Underwriters named in Annex I hereto in connection with this financing and any action under this agreement by any of us will be binding upon all the Underwriters.

This Terms Agreement may be executed in one or more counterparts, all of which counterparts shall constitute one and the same instrument. **** Delivery of an executed agreement by one party to the others may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Pages Follow]

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms.

Very truly yours,
BOFA SECURITIES, INC.
On behalf of itself and as Representative of the Several Underwriters
By:	/s/ Laurie Campbell
	Name: Laurie Campbell
	Title: Managing Director
CITIGROUP GLOBAL MARKETS INC.
On behalf of itself and as Representative of the Several Underwriters
By:	/s/ Brian D. Bednarski
	Name: Brian D. Bednarski
	Title: Managing Director
DEUTSCHE BANK SECURITIES INC.
On behalf of itself and as Representative of the Several Underwriters
By:	/s/ Ben Smilchensky
	Name: Ben Smilchensky
	Title: Managing Director
By:	/s/ Thomas Short
	Name: Thomas Short
	Title: Managing Director

[Signature Page to Linde Terms Agreement]

The foregoing Terms Agreement is hereby confirmed as of the date first above written
LINDE INC.
By:	/s/ Anne Boyd
	Name: Anne Boyd
	Title: Vice President Tax & Treasurer
LINDE PLC
By:	/s/ Christopher Cossins
	Name: Christopher Cossins
	Title: UK Permanent Representative
LINDE GMBH
By:	/s/ Daniel Geiger
	Name: Daniel Geiger
	Title: Senior Counsel
By:	/s/ Matthias von Plotho
	Name: Matthias von Plotho
	Title: Senior Vice President Finance EMEA

[Signature Page to Linde Terms Agreement]

ANNEX I

Underwriters	Principal Amount of2024 Notes to bePurchased		Principal Amount of2025 Notes to bePurchased
BofA Securities, Inc.	$	81,000,000	$	162,000,000
Citigroup Global Markets Inc.		81,000,000		162,000,000
Deutsche Bank Securities Inc.		81,000,000		162,000,000
BBVA Securities Inc.		6,000,000		12,000,000
BNP Paribas Securities Corp.		6,000,000		12,000,000
Santander Investment Securities Inc.		6,000,000		12,000,000
Standard Chartered Bank		6,000,000		12,000,000
Australia and New Zealand Banking Group Limited		3,667,000		7,333,000
Banco Bradesco BBI S.A.		3,667,000		7,333,000
BNY Mellon Capital Markets, LLC		3,667,000		7,333,000
Commerz Markets LLC		3,667,000		7,333,000
Credit Agricole Securities (USA) Inc.		3,667,000		7,333,000
Landesbank Hessen-Thüringen Girozentrale		3,666,000		7,334,000
Siebert Williams Shank & Co., LLC		3,667,000		7,333,000
Skandinaviska Enskilda Banken AB (publ)		3,666,000		7,334,000
Westpac Banking Corporation		3,666,000		7,334,000
Total	$	300,000,000	$	600,000,000

ANNEX II — Pricing Term Sheet

[Attached]

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Free Writing Prospectus<br> <br>(Supplements the<br>Preliminary Prospectus Supplement dated November 28, 2022)	Filed pursuant to Rule 433 under the<br><br><br>Securities Act of 1933<br> <br>Registration<br>Statement No. 333-238875

Linde Inc.

$300,000,000 4.800% Notes due 2024 (the “2024 Notes”)

$600,000,000 4.700% Notes due 2025 (the “2025 Notes” and, together with the 2024 Notes, the “Notes”)

Pricing Term Sheet

November 28, 2022

Terms Applicable to Each Series of Notes
Issuer:	Linde Inc., a Delaware corporation (formerly known as Praxair, Inc.)
Interest Payment Dates:	Semi-annually in arrears on each June 5 and December 5, commencing June 5, 2023.
Interest Record Dates:	May 20 and November 20
Joint Book-Running Managers:	BofA Securities, Inc.<br> <br>Citigroup Global Markets<br>Inc.<br> <br>Deutsche Bank Securities Inc.
Co-Managers:	BBVA Securities Inc.<br> <br>BNP Paribas Securities<br>Corp.<br> <br>Santander Investment Securities Inc.<br> <br>Standard Chartered<br>Bank<br> <br>Australia and New Zealand Banking Group Limited<br> <br>BNY<br>Mellon Capital Markets, LLC<br> <br>Banco Bradesco BBI S.A.<br> <br>Commerz<br>Markets LLC<br> <br>Credit Agricole Securities (USA) Inc.<br> <br>Landesbank Hessen-Thüringen Girozentrale<br> <br>Siebert Williams Shank & Co., LLC<br><br><br>Skandinaviska Enskilda Banken AB (publ)<br> <br>Westpac Banking<br>Corporation
Trade Date:	November 28, 2022
Settlement Date:	December 5, 2022 (T+5). Under Rule 15c6-1 of the Securities and Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the<br>parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the two business days thereafter will be required, by virtue of the fact that the Notes will initially settle in T+5,<br>to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

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Terms Applicable to the 2024 Notes
Title of Securities:	4.800% Notes due 2024
Principal Amount:	$300,000,000
Maturity Date:	December 5, 2024
Benchmark Treasury:	4.500% UST due November 30, 2024
Benchmark Treasury Price:	100-01^5/8^
Benchmark Treasury Yield:	4.473%
Spread to Benchmark Treasury:	35 basis points
Yield to Maturity:	4.823%
Interest Rate:	4.800% per annum
Public Offering Price (Issue Price):	99.957% of the principal amount thereof plus accrued interest, if any, from December 5, 2022, if settlement occurs after that date.
Optional Redemption:	Make-whole call at T+10 basis points, plus accrued and unpaid interest on the principal amount of the 2024 Notes being redeemed.
CUSIP/ISIN:	53522K AA1 / US53522KAA16
Terms Applicable to the 2025 Notes
Title of Securities:	4.700% Notes due 2025
Principal Amount:	$600,000,000
Maturity Date:	December 5, 2025
Benchmark Treasury:	4.500% UST due November 15, 2025
Benchmark Treasury Price:	100-23
Benchmark Treasury Yield:	4.239%
Spread to Benchmark Treasury:	50 basis points

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Yield to Maturity:	4.739%
Interest Rate:	4.700% per annum
Public Offering Price (Issue Price):	99.892% of the principal amount thereof plus accrued interest, if any, from December 5, 2022, if settlement occurs after that date.
Optional Redemption:	Make-whole call at T+10 basis points prior to November 5, 2025; 100% of principal amount on or after November 5, 2025, in either case, plus accrued and unpaid interest on the principal amount of the 2025 Notes being<br>redeemed.
CUSIP/ISIN:	53522K AB9 / US53522KAB98

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which thiscommunication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get thesedocuments for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting any of the JointBook-running Managers as set forth below:

BofA Securities, Inc.	dg.prospectus_requests@bofa.com or
	800-294-1322 (toll free)
Citigroup Global Markets Inc.	prospectus@citi.com or
	800-831-9146 (toll free)
Deutsche Bank Securities Inc.	prospectus.cpdg@db.com or
	800-503-4611 (toll free)

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded.Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

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ANNEX III — Additional Time of Sale Information

None.

EX-4.2

EXHIBIT 4.2

THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.

No.	CUSIP/ISIN: 53522K AA1 / US53522KAA16

4.800% Note due 2024

LINDE INC.,

a Delaware corporation

promises to pay to CEDE & CO. or registered assigns the principal sum of on December 5, 2024.

Interest Payment Dates: June 5 and December 5.

Record Dates: May 20 and November 20.

Dated: [ ]

This Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on this Security.

LINDE INC.
By:
	Name:
	Title:

[Signature Page to 2024 Global Note]

Authenticated:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of the

Securities referred to in the within mentioned

Indenture.

By:
	Authorized Signatory

[Signature Page to 2024 Global Note]

LINDE INC.

4.800% Note due 2024

LINDE INC., a Delaware corporation (together with its successors and assigns, the “Issuer”), issued this Security under an Indenture dated as of August 10, 2020 (as amended, modified or supplemented from time to time in accordance therewith, the “Indenture”), by and among the Issuer, Linde plc, a public limited company incorporated under the laws of Ireland (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (in such capacity, the “Trustee”), to which reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Issuer, the Trustee and the Holders and of the terms upon which the Securities are, and are to be, authorized and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them therein.

1.	Interest .

The Issuer promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Issuer will pay interest semiannually on June 5 and December 5 of each year, commencing [June 5, 2023]^1^, until the principal is paid or made available for payment. Interest on the Securities will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from [ ], provided that, if there is no existing default in the payment of interest, and if this Security is authenticated between a record date referred to on the face hereof and the next succeeding interest payment date, interest shall accrue from such interest payment date. Interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months.

2.	[Reserved] .
3.	Method of Payment .
---	---

The Issuer will pay interest on the Securities (except defaulted interest, if any, which will be paid on such special payment date to Holders of record on such special record date as may be fixed by the Issuer) to the persons who are registered Holders of Securities at the close of business on the May 20 and November 20 immediately preceding the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.

4.	Paying Agent and Registrar .

Initially, the Trustee will act as Paying Agent and Registrar. The Issuer may change or appoint any Paying Agent, Registrar or co-Registrar without notice. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-Registrar.

5.	Optional Redemption .
^1^	For notes issued on the initial issue date.
---	---

The Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Securities to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Applicable Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Applicable Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Applicable Date. If there is no United States Treasury security maturing on the Applicable Date but there are two or more United States Treasury securities with a maturity date equally distant from the Applicable Date, one with a maturity date preceding the Applicable Date and one with a maturity date following the Applicable Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Applicable Date. If there are two or more United States Treasury securities maturing on the Applicable Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

“Applicable Date” means the maturity date of the Securities.

Notice of redemption will be mailed at least 10 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address. Securities in denominations larger than $2,000 may be redeemed in part. On and after the redemption date interest ceases to accrue on Securities or portions of them called for redemption, provided that if the Issuer shall default in the payment of such Securities at the redemption price together with accrued interest, interest shall continue to accrue at the rate borne by the Securities.

6.	[Reserved] .
7.	Denominations, Transfer, Exchange .
---	---

The Securities are in registered form only without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Securities by presentation of such Securities to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other denominations. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Security selected for redemption or purchase, except the unredeemed or unpurchased part thereof if the Security is redeemed or purchased in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed or purchased.

8.	Persons Deemed Owners .

The registered Holder of this Security shall be treated as the owner of it for all purposes.

9.	Unclaimed Money .

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and thereafter, Holders entitled to the money must look to the Issuer for payment as general creditors.

10.	Amendment, Supplement, Waiver .

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by the amendment and any past default or compliance with any provision relating to any Series of the Securities may be waived in a particular instance with the consent of the Holders of a majority in principal amount of the outstanding Securities of such Series. Without the consent of any Securityholder, the Issuer and the Trustee may amend or supplement the Indenture or the Securities in certain respects as specified in the Indenture.

11.	Successor .

When a successor assumes all the obligations of its predecessor under a Series of the Securities and the Indenture, the predecessor will be released from those obligations.

12.	Trustee Dealings with Issuer .

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its affiliates, and may otherwise deal with the Issuer or its affiliates, as if it were not Trustee, including owning or pledging the Securities.

13.	No Recourse Against Others .

No director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their parent companies or entities (other than the Issuer or a Guarantor in its capacity as such) shall have any liability for any obligations of the Issuer or a Guarantor under the Securities, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Security will waive and release all such liability. The waiver and release are part of the consideration for issuance of the Securities. Such waiver may not be effective to waive liabilities under U.S. federal securities laws

14.	Discharge of Indenture .

The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect as if set forth herein.

15.	Abbreviations .

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

16.	GOVERNING LAW .

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

17.	CUSIP and/or ISIN Numbers .

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and/or ISIN numbers to be printed on the Securities and has directed the Trustee to use CUSIP and/or ISIN numbers in notices of repurchase as a convenience to Holders. No representation is made by the Issuer or the Trustee as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of repurchase and reliance may be placed only on the other identification numbers placed thereon.

18.	Copies .

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and the applicable Authorizing Resolution or supplemental indenture. Requests may be made to: Linde Inc., 10 Riverview Drive, Danbury, Connecticut 06810-6268, Attention: Corporate Secretary.

ASSIGNMENT FORM

If you the Holder want to assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Insert assignee’s social security or tax ID number)

(Print or type assignee’s name, address, and zip code)

and irrevocably appoint

agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.

Date: __________

Your signature:
	(Sign exactly as your name appears on the other side of this Security)
Signature Guarantee:
---

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended.

GUARANTEE

LINDE PLC, a public limited company incorporated under the laws of Ireland (with registration number 602527) (the “Company”) has unconditionally guaranteed (the “Company Guarantee”) (i) the due and punctual payment of the principal of and interest on this Security, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on this Security, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article Nine of the Indenture and (ii) in case of any extension of time of payment or renewal of this Security or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Each of the undersigned other than the Company (the “Subsidiary Guarantors” and, together with the Company, the “Guarantors”) hereby unconditionally, jointly and severally, guarantees (each such guarantee to be referred to herein as the “Subsidiary Guarantee” and, together with the Company Guarantee, the “Guarantees”) (a) the due and punctual payment by the Company of all amounts due and payable from time to time on the Company Guarantee of this Security to the Holders or the Trustee all in accordance with the terms set forth in Article Nine of the Indenture; and (b) in case of any extension of time of payment or renewal of this Security or of any other obligations under the Company Guarantee of this Security, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The German Guarantor may refuse to make any payments under its Guarantee to the extent any such payment would result in a violation of Sections 30 et seq. or Section 43 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) (or a successor provision of such law or comparable provision under any successor law) or would otherwise lead to personal liability of its managing directors (Geschäftsführer).

The German Guarantor will use all commercially reasonable efforts to maximize the amount payable under its Guarantee to the extent permitted by applicable German law.

Each Holder of this Security by accepting this Security agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture.

THE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

LINDE PLC
By:
	Name:
	Title:
LINDE GMBH
By:
	Name:
	Title:
By:
	Name:
	Title:

[Signature Page to Notation of Guarantee]

EX-4.3

EXHIBIT 4.3

No.	CUSIP/ISIN: 53522K AB9 / US53522KAB98

4.700% Note due 2025

LINDE INC.,

a Delaware corporation

promises to pay to CEDE & CO. or registered assigns the principal sum of on December 5, 2025.

Interest Payment Dates: June 5 and December 5.

Record Dates: May 20 and November 20.

Dated: [ ]

This Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on this Security.

LINDE INC.
By:
	Name:
	Title:

[Signature Page to 2025 Global Note]

Authenticated:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of the

Securities referred to in the within mentioned

Indenture.

By:
	Authorized Signatory

[Signature Page to 2025 Global Note]

LINDE INC.

4.700% Note due 2025

1.	Interest .

2.	[Reserved] .
3.	Method of Payment .
---	---

4.	Paying Agent and Registrar .

5.	Optional Redemption .
^1^	For notes issued on the initial issue date.
---	---

Prior to November 5, 2025 (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Securities to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

“Applicable Date” means the Par Call Date.

6.	[Reserved] .
7.	Denominations, Transfer, Exchange .
---	---

8.	Persons Deemed Owners .

The registered Holder of this Security shall be treated as the owner of it for all purposes.

9.	Unclaimed Money .

10.	Amendment, Supplement, Waiver .

11.	Successor .

When a successor assumes all the obligations of its predecessor under a Series of the Securities and the Indenture, the predecessor will be released from those obligations.

12.	Trustee Dealings with Issuer .

13.	No Recourse Against Others .

14.	Discharge of Indenture .

The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect as if set forth herein.

15.	Abbreviations .

16.	GOVERNING LAW .

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

17.	CUSIP and/or ISIN Numbers .

18.	Copies .

ASSIGNMENT FORM

If you the Holder want to assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Insert assignee’s social security or tax ID number)

(Print or type assignee’s name, address, and zip code)

and irrevocably appoint

agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.

Date: __________

Your signature:
	(Sign exactly as your name appears on the other side of this Security)
Signature Guarantee:
---

GUARANTEE

The German Guarantor will use all commercially reasonable efforts to maximize the amount payable under its Guarantee to the extent permitted by applicable German law.

THE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

LINDE PLC
By:
	Name:
	Title:
LINDE GMBH
By:
	Name:
	Title:
By:
	Name:
	Title:

[Signature Page to Notation of Guarantee]

EX-5.1

EXHIBIT 5.1

Cahill Gordon & Reindel LLP

32 Old Slip

New York,New York 10005

212-701-3000

December 5, 2022

Linde plc

Forge

43 Church Street West

Woking, Surrey GU21 6HT

United Kingdom

Ladies and Gentlemen:

We have acted as special U.S. counsel to Linde plc, an Irish public limited company (the “Company”), Linde Inc. (formerly known as Praxair, Inc.), a Delaware corporation (the “Issuer”), and Linde GmbH, a German limited liability company (“Linde GmbH” and, together with the Company, the “Guarantors”), in connection with the registration statement on Form S-3 (No. 333-238875) (the “Registration Statement”) and the prospectus supplement dated November 28, 2022 (the “Prospectus Supplement”) relating to $300,000,000 aggregate principal amount of the Issuer’s 4.800% Notes due 2024 (the “2024 Notes”) and $600,000,000 aggregate principal amount of the Issuer’s 4.700% Notes due 2025 (the “2025 Notes”, together with the 2024 Notes, the “Notes”) issued on the date hereof. The Notes were guaranteed by the Company (the “Downstream Guarantee”), and the Company’s guarantee of the Notes were guaranteed by Linde GmbH (the “Upstream Guarantee” and, together with the Downstream Guarantee, the “Guarantees”). The Notes and the Guarantees are referred to herein as the “Securities.” The Issuer and the Guarantors are referred to herein as the “Obligors.”

The Notes were issued under an Indenture, dated as of August 10, 2020 (the “Indenture”), among the Issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”). The Notes were evidenced by global securities (the “Global Notes”), and the Guarantees were evidenced by endorsements of guarantees on the Global Notes (the “Guarantee Endorsements”).

In rendering the opinions set forth herein, we have examined originals, photocopies or conformed copies certified to our satisfaction of corporate records, agreements, instruments and documents of the Obligors, certificates of public officials and other certificates and opinions provided to us by the Obligors. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as photocopies or conformed copies. We have also assumed that (i) the Indenture has been duly authorized, executed and delivered by the Trustee and the Company and (ii) the Guarantee Endorsements have been duly authorized, executed and delivered by the Guarantors.

Based on the foregoing, we advise you that in our opinion:

The Global Notes have been duly authorized, executed and delivered by the Issuer, and the Notes are valid and legally binding obligations of the Issuer, entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms, except that (i) the enforcement thereof may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (iii) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances (collectively, the “Enforceability Limitations”).
The Guarantees are valid and legally binding obligations of the respective Guarantor, entitled to the benefits of the Indenture and enforceable against such Guarantor in accordance with their terms, subject to the Enforceability Limitations.

We are members of the bar of the State of New York, and in rendering this opinion we express no opinion as to the laws of any jurisdiction other than the laws 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 Form 8-K filed by the Company in connection with the issuance of the Notes. Such consent does not constitute a consent under Section 7 of the Securities Act of 1933, and by giving such consent we have not certified any part of the Registration Statement or the Prospectus Supplement and do not otherwise admit that we are within the categories of persons whose consent is required under said Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,
/s/ Cahill Gordon & Reindel LLP

-2-

EX-5.2

EXHIBIT 5.2

Our Reference: 3053/LI186/034/

5 December 2022

PRIVATE AND CONFIDENTIAL

To:	Linde plc

Ten Earlsfort Terrace

Dublin 2

D02 T380

Attention: The Directors

Re:	Linde public limited company (the “Company”) incorporated in Ireland under registered number602527

The $300,000,000 4.800% Notes due 2024 (the “2024 Notes”) and the $600,000,000 4.700% Notes due2025 (the “2025 Notes” and, together with the 2024 Notes, the “Notes” or the “Offered Securities”) issued by Linde Inc. (the “Issuer”) and guaranteed by the Company (the “Guarantees”), whichguarantee by the Company is guaranteed by Linde GmbH.

Dear Sir or Madam,

1.	Basis of Opinion
1.1	We act as solicitors in Ireland for the Company. We have been requested to furnish this opinion (the<br>“Opinion”) in connection with (a) the entry into the Transaction Documents (as defined at paragraph 1.10 below) by the Company and (b) the issuance of the Notes and the Guarantees and any filing of a Form 8-K with the U.S. Securities and Exchange Commission in connection with the issuance of the Notes and the Guarantees (the “Transaction”).
---	---
1.2	This Opinion is solely for the benefit of the Addressee and may not be relied upon, used, transmitted, referred<br>to, quoted from, circulated, copied, filed with any governmental agency or authority, disseminated or disclosed by or to any other person or entity for any purpose(s) without our prior written consent, provided that it may be disclosed: (i) to<br>governmental, judicial or regulatory authorities to whom disclosure may be required by applicable laws or regulations, (ii) in connection with any actual or potential dispute, claim, legal or regulatory proceeding or investigation relating to<br>the Notes, (iii) to the Addressee’s affiliates and (iv) to the legal and professional advisers of the Addressee and/or its affiliates, in each case on the basis that it is for information only, such persons may not rely upon this<br>Opinion, we have no responsibility to such persons in connection with this Opinion and such persons are bound by the restrictions as to disclosure and reliance set out in this Opinion.
---	---
1.3	Notwithstanding the foregoing, we hereby consent to the reliance by Cahill Gordon & Reindel LLP on<br>this Opinion in rendering its “Exhibit 5” opinion in connection with the issuance of the Notes and Guarantees. In addition, we hereby consent to your filing this Opinion as an exhibit to the Form 8-K<br>to be filed by the Issuer with the U.S. Securities and Exchange Commission in connection with the issuance of the Notes and the Guarantees.
---	---
1.4	This Opinion is given on the basis that our client is the Company. For the purposes of giving this Opinion, we<br>have taken instructions solely from the Company.
---	---
1.5	This Opinion is confined to and given in all respects on the basis of the laws of Ireland in force as at the<br>date hereof as currently applied by the courts of Ireland. We have made no investigations of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. In particular, we express no opinion on the laws of the European<br>Union as they affect any jurisdiction other than Ireland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the<br>obligations or rights expressed in the Transaction Documents and/or the Transaction.
---	---
1.6	This Opinion is also strictly confined to:
---	---
(a)	the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other<br>matter;
---	---
(b)	the Transaction Documents (each as defined at Schedule 1 below); and
---	---
(c)	the results of the Searches (as defined at paragraph 1.10 below),
---	---
and is subject to the assumptions and qualifications set out at paragraphs 3 and 4, respectively, below.<br>
---
1.7	In giving this Opinion, we have relied upon the Corporate Certificate (as defined at paragraph 1.10 below) and<br>the Searches (as defined at paragraph 1.10 below) and we give this Opinion expressly on the terms that no further investigation or diligence in respect of any matter referred to in the Corporate Certificate or the Searches is required of us.<br>
---	---
1.8	No opinion is expressed as to the taxation consequences of the Transaction Documents and/or the Transaction.<br>
---	---
1.9	For the purpose of giving this Opinion, we have examined copies sent to us by email in pdf or other electronic<br>format of the Transaction Documents, the Prospectus and the Prospectus Supplement.
---	---
1.10	All words and phrases defined in the Transaction Documents and not defined herein shall have the same meanings<br>herein as are respectively assigned to them in each respective Transaction Document. References in this Opinion to:
---	---
(a)	“Companies Act” means the Companies Act 2014 (as amended);
---	---
(b)	“Constitution” means the memorandum and articles of association of the Company;<br>
---	---

Page 2

(c)	“Corporate Certificate” means the certificate of an authorised officer of the Company dated<br>the date of this Opinion certifying certain matters in respect of the Company;
(d)	“CRO” means the Irish Companies Registration Office;
---	---
(e)	“Ireland” means Ireland exclusive of Northern Ireland, and “Irish” shall be<br>construed accordingly;
---	---
(f)	“Prospectus” means prospectus filed as part of the Registration Statement;<br>
---	---
(g)	“Prospectus Supplement” means the prospectus supplement issued on or about the date of this<br>Opinion by the Issuer in connection with the Notes, and which is supplemental to the Prospectus;
---	---
(h)	“Registration Statement” means registration statement (SEC Reporting File Number: 333-238875) filed on Form S-3 by the Company on 2 June 2020 and relating to, inter alia, the issuance of debt securities by Praxair, Inc. and the Company’s guarantee<br>of such debt securities;
---	---
(i)	“Revenue Commissioners” means the Irish Revenue Commissioners;
---	---
(j)	“Searches” means the searches listed at paragraph 1.11 below; and
---	---
(k)	“Transaction Documents” means documents and instruments listed in Schedule 1 hereto<br>(Transaction Documents) (each a “Transaction Document”).
---	---
1.11	For the purpose of giving this Opinion, we have caused to be made the following legal searches against the<br>Company on or about the date hereof:
---	---
(a)	on the file of the Company maintained by the Registrar of Companies in the CRO for mortgages, debentures or<br>similar charges or notices thereof and for the appointment of any examiner, receiver or liquidator;
---	---
(b)	in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the<br>twelve **** years immediately preceding the date of the search;
---	---
(c)	in the Central Office of the High Court for any petitions filed in respect of the Company; and<br>
---	---
(d)	in the Central Office of the High Court for any proceedings filed against the Company in the five years<br>immediately preceding the date of the search.
---	---
1.12	This Opinion is governed by and is to be construed in accordance with the laws of Ireland (as interpreted by<br>the courts of Ireland at the date hereof) and anyone seeking to rely on this Opinion agrees, for our benefit, that the courts of Ireland shall have exclusive jurisdiction to settle any dispute arising out of, or in connection with, this Opinion.<br>This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you of any change in law, change in interpretation of law or change in the practice of the Revenue Commissioners which may<br>occur after the date of this Opinion.
---	---

Page 3

2.	Opinion

Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:

2.1	The Company is a public limited company and is duly incorporated and validly existing under the laws of<br>Ireland.
2.2	The Company has the necessary corporate power and authority under its Constitution to execute and deliver any<br>and all of the Transaction Documents to which it is a party and perform its obligations thereunder as Transaction Documents and to act as Guarantor in relation to the Notes.
---	---
2.3	All necessary corporate action required on the part of the Company to authorise the execution and delivery of<br>the Transaction and the performance by the Company of its obligations under the Transaction Documents has been duly taken.
---	---
2.4	The Company has duly executed those Transaction Documents to which it is party.
---	---
3.	Assumptions
---	---

For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

Authenticity and bona fides

3.1

The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures (electronic or otherwise), stamps and seals thereon that any signatures (electronic or otherwise) are the signatures of the persons who they purport to be, that each witness and that each original was executed in the manner appearing on the copy.

Execution

(a)	That the Transaction Documents have been or will be executed in their final form and in a form and content<br>having no material difference to the final drafts provided to us, were or will be, when executed, in their complete and final form, have been or will be delivered by the parties thereto and are not or will not be subject to any escrow arrangements.<br>
(b)	The English case of R (on the application of Mercury Tax Ltd) v. Revenue and Customs Commissioners 2008EWHC 2721, while not binding on the courts of Ireland, is of persuasive authority. That case indicates that a previously executed signature page from one document may not be transferred to another document, even where the documents in<br>question are simply updated versions of the same document. We have assumed that no such steps have been taken in respect of the execution of the Transaction Documents.
---	---
3.2	That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at<br>such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any<br>
---	---

Page 4

such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or<br>might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.3	The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to<br>the Transaction Documents and their respective officers, employees, agents and (with the exception of Arthur Cox) advisers.
---	---
3.4	That, based only on the searches referred to at paragraph 1.11 above, no person who has been appointed or acts<br>in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
---	---
(a)	been the subject of any declaration, order or deemed order for disqualification or restriction under the<br>Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
---	---
(b)	received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation<br>regarding a disqualification or restriction undertaking.
---	---

Accuracy of Searches and the Corporate Certificate

3.5	The accuracy and completeness of the information disclosed in the Searches and that such information is<br>accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a)	the matters disclosed in the Searches may not present a complete summary of the actual position on the matters<br>we have caused searches to be conducted for;
---	---
(b)	the position reflected by the Searches may not be fully up to date; and
---	---
(c)	searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution<br>has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
---	---
3.6	The truth, completeness and accuracy of all representations and statements as to factual matters contained in<br>the Corporate Certificate at the time they were made and at all times thereafter.
---	---

Commercial Benefit

3.7	That the Transaction Documents have been entered into for bona fide commercial purposes, on arm’s<br>length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.

No other information and compliance

3.8

That the Transaction Documents shall be performed in accordance with their terms and that they are the only documents relating to the subject matter of the Transaction and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Documents and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Documents or in any way bear upon or are inconsistent with the opinions stated herein.

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Authority, Capacity and Execution
3.9	That:
---	---
(a)	the parties to the Transaction Documents (other than the Company to the extent opined on herein) are duly<br>incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Documents, to exercise and perform their respective rights and obligations thereunder and<br>to render the Transaction Documents and all obligations thereunder legal, valid, binding and enforceable on them; and
---	---
(b)	each party to the Transaction Documents (other than the Company to the extent opined on herein) has taken all<br>necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Documents and the rights and obligations set out therein.
---	---
3.10	That the execution, delivery and performance of the Transaction Documents:
---	---
(a)	does not and will not contravene the laws of any jurisdiction outside Ireland;
---	---
(b)	does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a<br>party (this assumption does not extend to the Company’s Constitution); and
---	---
(c)	is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.<br>
---	---
3.11	That the Company was not mistaken in entering into the Transaction Documents as to any material relevant fact.<br>
---	---
3.12	That the Transaction Documents constitute legal, valid and binding obligations of the parties thereto,<br>enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
---	---
Foreign	Laws
---	---
3.13	That as a matter of all relevant laws (other than the laws of Ireland):
---	---
(a)	all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary<br>or desirable to permit the execution, delivery (where relevant) and performance of the Transaction Documents or to perfect, protect or preserve any of the interests created by the Transaction Documents have been obtained, made or done, or will be<br>obtained, made or done, within any relevant time period(s);
---	---
(b)	where the Transaction Documents have been executed using electronic signature, the use of electronic signature<br>to execute those types of documents is not restricted or prohibited by those laws; and
---	---
(c)	the legal effect of the Transaction Documents and the Transaction, and the creation of any interest the subject<br>thereof will, upon execution and, where relevant, delivery of the Transaction Documents be effective.
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Governing law and jurisdiction

3.14	That under all applicable laws (other than those of Ireland):
(a)	the choice of the State of New York law as the governing law of the Transaction Documents (to the extent that<br>they are expressed to be governed by New York law) is a valid and binding selection which will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland); and
---	---
(b)	the submission of each party to the Transaction Documents to the jurisdiction of the courts of the State of New<br>York (to the extent that they are so expressed) is valid and binding and will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland).
---	---
4.	Qualifications
---	---

The opinions set out in this Opinion are subject to the following reservations:

General Matters

4.1	A particular course of dealing among the parties or an oral amendment, variation or waiver may result in an<br>Irish court finding that the terms of the Transaction Documents have been amended, varied or waived even if such course of dealing or oral amendment, variation or waiver is not reflected in writing among the parties.
4.2	No opinion is expressed on any deed of assignment, transfer, accession or similar document executed after the<br>date of this Opinion in relation to any of the rights and obligations contained in the Transaction Documents.
---	---
4.3	No opinion is expressed on any deed or agreement envisaged by the Transaction Documents to be entered at a<br>future date or any future action taken by a party under the Transaction Documents.
---	---
4.4	To the extent that any matter is expressed to be determined by future agreement or negotiation, the relevant<br>provision may be unenforceable or void for uncertainty.
---	---
4.5	We express no opinion as to whether the Transaction Documents breach any other agreement or instrument<br>(provided that this paragraph does not apply to the Constitution of the Company).
---	---

Due Diligence and Searches

4.6

We have not investigated the nature of or the title to property and assets the subject of the Transaction Documents or insurance, merger/competition, regulatory or environmental status or compliance nor have we considered any implications or perfection or other requirements arising in respect thereof. Other than the Searches, we have not conducted any other searches whatsoever. Other than the Searches and our review of the Documents, we have conducted no due diligence nor checked the regulatory status or compliance of the Company or any of its affiliates or shareholders, or banks, or any other person. Other than the Searches and our review of the Documents, we have not conducted any due diligence on the status of any person, and in particular have not considered any due diligence on the Company, or enquired or investigated as to whether it holds appropriate licenses or approvals.

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Sanctions

4.7

If a party to the Transaction Documents or to any transfer of, or payment in respect of, the Transaction Documents is controlled by or otherwise connected with a person (or is itself) resident in, incorporated in or constituted under the laws of a country which is the subject of United Nations, European Union or Irish sanctions or sanctions under the Treaty on the Functioning of the European Union, as amended, or is otherwise the target of any such sanctions, then obligations to that party under the Transaction Documents or in respect of the relevant transfer or payment may be unenforceable or void.

Yours sincerely,

/s/ Arthur Cox
ARTHUR COX LLP

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SCHEDULE 1

Transaction Documents

1.	An indenture for debt securities dated as of August 10, 2020 among (1) Linde Inc. (as Issuer), (2)<br>the Company (as a Guarantor) and (3) U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (as Trustee) (the “Indenture”, which expression includes, for avoidance of doubt,<br>the Company Guarantee referred to therein to the extent it relates to the Notes).
2.	A terms agreement dated November 28, 2022 among (1) Linde Inc. (as Issuer), (2) the Company (as<br>Guarantor), (3) Linde GmbH (as Guarantor) and (4) BofA Securities, Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., each on behalf of itself and as representative of the several underwriters listed on Annex I thereto,<br>relating to the Offered Securities.
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3.	The global notes in relation to the 2024 Notes (the “2024 Global Notes”).<br>
---	---
4.	The endorsement of Guarantee on the 2024 Global Notes from the Company dated the date of this Opinion.<br>
---	---
5.	The global note in relation to the 2025 Notes (the “2025 Global Note”).
---	---
6.	The endorsement of Guarantee on the 2025 Global Note from the Company dated the date of this Opinion.<br>
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EX-5.3

EXHIBIT 5.3

LOGO

Rechtsanwälte Notare Steuerberater	Linklaters LLP<br> <br>Taunusanlage 8<br><br><br>60329 Frankfurt am Main<br> <br>Telephone (+49) 69 71003-0<br> <br>Facsimile (+49) 69 71003-333

To:

Linde, Inc

10 Riverview Drive

Danbury, Connecticut

5 December 2022

Re:	Linde Inc.<br> <br>Registration Statement on Form S-3 (No. 333-238875)

Dear Ladies and Gentlemen,

We have acted as German legal advisers to Linde GmbH (the “Client” or the “German Guarantor”) in connection with the registration statement on Form S-3 (No. 333-238875) (the “Registration Statement”) relating to the USD 300,000,000 4.800 per cent. Notes due 2024 (the “2024 Notes”) and USD 600,000,000 4.700 per cent. Notes due 2025 (the “2025 Notes” and together with the 2024 Notes, the “Notes” and each a “Series”) by Linde Inc., a Delaware corporation (the “Issuer”) on the date hereof. The Notes were issued under an indenture dated as of 10 August 2020 (the “Indenture”), among the Issuer, Linde plc as guarantor (the “Parent Guarantor”) and the U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) as trustee (the “Trustee”).

We express no opinion as to any laws other than the laws of the Federal Republic of Germany as they stand at the date of this opinion and as they have been interpreted in published case law of the courts. In particular, we have made no investigation into the laws of any other state or country other than the Federal Republic of Germany as a basis for the opinion expressed hereinafter and do not express or imply any opinion thereon. This opinion does not relate to facts or laws or to the interpretation of laws after the date hereof and we do not assume any obligation to update this opinion or to inform anyone of any changes to facts or laws, even though any such change may affect the legal analysis or conclusions made in this opinion.

To the extent we have reviewed documents governed by foreign law, we have only considered rights and obligations, as they may be discerned directly from such documents without knowledge of the respective foreign law, and we have interpreted the language used in such documents from the perspective of a German lawyer without considering the particular meaning such language might have under foreign law.

In this Opinion, German legal concepts are sometimes expressed in English terms and not in their original German terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of jurisdictions other than the Federal Republic of Germany. This Opinion may, therefore, only be relied upon under the express condition that any issues of interpretation or liability arising thereunder will be governed by German law and be brought before a German court.

1	For the purpose of this opinion, we have only examined the following documents:
1.1	A PDF copy of an executed copy of the Indenture.
---	---
1.2	A PDF copy of an executed copy of the global notes for each Series of Notes (the “GlobalNotes”) with the endorsements thereon of the guarantees of each Series of Notes (the “Guarantees”) by the German Guarantor and the Parent Guarantor.
---	---

The Indenture and the Global Notes (including the Guarantees) are collectively referred to as the “Executed Documents”. We have also examined copies of such other records of the German Guarantor and other corporate documents (the “Corporate Documents”, and together with the Executed Documents the “Documents”) as we have deemed necessary for the purposes of this opinion, including:

1.3	A PDF copy of the articles of association (Gesellschaftsvertrag) of the German Guarantor in the<br>form as of 21 July 2021 (the “Articles of Association”).
1.4	A PDF copy of an electronic online extracts from the commercial register (Handelsregister) of the<br>local court (Amtsgericht) of Munich regarding the German Guarantor dated 5 December 2022.
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1.5	A PDF copy of the domination agreement (Beherrschungsvertrag) dated 8 June 2018 between the<br>German Guarantor and Linde Holding GmbH (the “Domination Agreement”).
---	---
1.6	A PDF copy of the written resolution passed by the shareholders’ meeting<br>(Gesellschafterversammlung) of Linde Holding GmbH dated 28 November 2022.
---	---
1.7	A PDF copy of the written instruction of Linde Holding GmbH to the managing directors<br>(Geschäftsführer) of the German Guarantor dated 28 November 2022.
---	---
2	For the purpose of this opinion, we have made the following assumptions:
---	---
2.1	All copy documents conform to the originals, and all originals are genuine and complete.<br>
---	---
2.2	Each signature is the genuine signature of the individual concerned.
---	---
2.3	The Articles of Association correctly show the articles of association in force on the date received by<br>us and the Articles of Association have not been, in whole or in part, amended (or otherwise ceased to be effective in whole or in part) after that date.
---	---
2.4	The extract from the commercial register referred to in paragraph 1.4 correctly shows all facts capable<br>of being registered as of its date and no such facts capable of being registered have occurred or changed after the date of the excerpt.
---	---
2.5	The written resolutions referred to in paragraph 1.6 were validly passed and remain in full force and<br>effect without modification.
---	---
2.6	The Executed Documents are within the capacity and powers of, and has been validly authorised and signed<br>by, each party other than the German Guarantor.
---	---
2.7	The person who has signed the Agreements on behalf of the German Guarantor has full legal capacity<br>(Geschäftsfähigkeit).
---	---
2.8	The Executed Documents are valid, binding and enforceable on each party under the laws of the State of<br>New York by which it is expressed to be governed.
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Page 2 of 3

2.9	There are no dealings between the parties that affect the Agreements other than the dealings set out in<br>the Agreements.
3	Based on the documents referred to and assumptions set out above and subject to the qualifications below andto any matters not disclosed to us, we are of the following opinion:
---	---
3.1	The German Guarantor has been incorporated and is existing as a limited liability company (GmbH)<br>under the laws of the Federal Republic of Germany.
---	---
3.2	The German Guarantor has the corporate power to execute and deliver its Guarantee and to perform its<br>obligations under the Indenture and its Guarantee.
---	---
3.3	The German Guarantor has taken all corporate action necessary for its valid execution and delivery of<br>its Guarantee and performance of its obligations under the Indenture and its Guarantee.
---	---
4	This opinion is subject to the following qualifications:
---	---
4.1	This opinion is subject to any limitations arising from bankruptcy, insolvency, liquidation, moratorium,<br>reorganisation, avoidance and other laws of general application relating to or affecting the rights of creditors.
---	---
4.2	Our advice on each legal issue addressed in this Opinion represents our opinion as to how that issue<br>would be resolved were it to be considered by German courts. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would<br>also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. This Opinion is not intended to guarantee the outcome of any legal dispute which may arise in the future.
---	---

The undersigned is qualified to practice law in the Federal Republic of Germany and is admitted to the bar association (Rechtsanwaltskammer) of Frankfurt am Main and issues this Opinion solely in his capacity as a German attorney (Rechtsanwalt).

We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Issuer on the date hereof. We also consent to the reference of our firm under the caption “Legal Matters” in the Registration Statement. Such consent does not constitute a consent under Section 7 of the Securities Act of 1933, and by giving such consent we have not certified any part of the Registration Statement and do not otherwise admit that we are within the categories of persons whose consent is required under said Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder.

Yours faithfully

/s/ Linklaters LLP

Linklaters LLP

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