The Schedule 13D filed by Moshe Arkin ("Arkin") and Nichsei Arkin Ltd.
("Nichsei") on March 25, 2005 relating to shares of common stock, without par
value (the "Perrigo Shares") of Perrigo Company, a Michigan company ("Perrigo"),
as amended by Amendment No. 1 filed on August 28, 2008, as amended by Amendment
No. 2 filed on September 11, 2008, as amended by Amendment No. 3 filed on
October 23, 2008, and as amended by Amendment No. 4 filed December 15, 2009, is
hereby further amended as set forth below by this Amendment No. 5 (this
"Statement") in connection with the sale of shares by Arkin and Nichsei.

ITEM 2. IDENTITY AND BACKGROUND.

Item 2 of Schedule 13D is hereby amended and restated as follows:

     (a) - (c), (f) This Statement is filed by Moshe Arkin, an individual who is
a citizen of the State of Israel ("Arkin"), and Nichsei Arkin Ltd., an Israeli
company controlled by Arkin ("Nichsei"). Arkin's and Nichsei's principal
business address is 6 Hachoshlim Street, Herzelia 46724, Israel. Arkin is the
sole director and executive officer of Nichsei. His present principal business
occupation is investing personal funds.

     (d) - (e) During the last five years, neither Arkin or Nichsei has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding violations
with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The last paragraph of Item 3 of Schedule 13D is hereby amended in its entirety
as follows:

     Arkin and Nichsei acquired 10,022,092 Perrigo Shares as a result of a
Merger described and defined in the Schedule 13D filed March 25, 2005. Since
acquiring these Perrigo Shares, Arkin has received employee stock options,
restricted stock awards, and restricted stock units in connection with his
former position as Vice Chairman of Perrigo and current position as a member of
the Board of Directors of Perrigo. Arkin did not pay additional consideration in
connection with the acquisition of these employee stock options, restricted
stock awards, and restricted stock units. Using personal funds, Mr. Arkin
exercised 87,351 of these stock options, restricted stock awards, and restricted
stock units on February 17, 2011. No stock options, restricted stock awards or
restricted stock units held by Mr. Arkin are currently exercisable. In addition,
since acquisition of the Perrigo Shares as a result of the Merger, Arkin and
Nichsei have sold 4,750,868 shares, including 1,600 donated to charity.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of Schedule 13D is hereby amended by adding the following paragraphs
before the last paragraph of Item 4:

     In addition, in his capacity as Director of Perrigo, Mr. Arkin received
2,224 stock options on November 9, 2010 (with an exercise price of $59.74 and
vesting on November 9, 2011).


                                       4

In addition, in his capacity as Director of Perrigo (and pursuant to
Perrigo's 2008 Long-Term Incentive Plan), Mr. Arkin received 1,130 Perrigo
Shares as a restricted stock award on November 9, 2010 (vesting November 9,
2011).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of Schedule 13D is hereby amended and restated as follows:

     (a) As of May 24, 2011, as a result of Arkin's control over Nichsei, Arkin
is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) of 5,271,224 Perrigo Shares held of record by Arkin and Nichsei, which
represent approximately 5.68% of the total outstanding Perrigo Shares (based on
the number of Perrigo Shares disclosed as outstanding on Form 10-Q filed by
Perrigo on May 3, 2011). Of these, Nichsei is the record holder of 5,271,224
Perrigo Shares, and Arkin is the beneficial holder of 0 Perrigo Shares that he
has a right to acquire based on various employee stock option grants and
restricted stock awards currently exercisable (this figure does not include
17,092 employee stock option grants and restricted stock awards not currently
exercisable).

     (b) As a result of Arkin's control over Nichsei, Arkin and Nichsei have the
shared power to direct the vote and the shared power to direct the disposition
of 5,271,224 Perrigo Shares. In addition, Arkin has the sole power to direct the
vote and the sole power to direct the disposition of an additional 0 Perrigo
Shares that he has a right to acquire based on various employee stock option
grants and restricted stock awards currently exercisable (this figure does not
include 17,092 employee stock option grants and restricted stock awards not
currently exercisable).

     (c) In the last 60 days, the below-listed transactions in Perrigo Shares,
or securities convertible into, exercisable for, or exchangeable for Perrigo
Shares, were consummated by the persons referenced in Item 2 (each of which
sales were effected in ordinary brokerage transactions).

                         NUMBER OF                              SALE PRICE PER
   DATE OF SALE         SHARES SOLD        SECURITY TYPE           SHARE ($)
---------------------     -------     ------------------------     -------

    March 3, 2011          22,099     Ordinary Shares               77.286
    May 5, 2011           165,050     Ordinary Shares               86.032
    May 6, 2011            65,095     Ordinary Shares               87.126
    May 9, 2011           141,127     Ordinary Shares               87.627
    May 10, 2011           78,553     Ordinary Shares               87.516
    May 11, 2011           50,175     Ordinary Shares               87.241
    May 12, 2011          100,000     Ordinary Shares               87.426
    May 13, 2011            7,195     Ordinary Shares               87.782
    May 18, 2011          142,805     Ordinary Shares               86.313

     (d) Not applicable.

     (e) Not applicable.


                                       5

                                   SIGNATURE

     After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: May 29, 2011

                                           NICHSEI ARKIN LTD.


                                           By: /s/ Menachem Inbar
                                           ----------------------
                                           Name: Menachem Inbar*
                                           Title: Attorney-in-fact for Moshe
                                           Arkin, Chairman of Nichsei Arkin Ltd.


                                           MOSHE ARKIN


                                           By: /s/ Menachem Inbar
                                           ----------------------
                                           Name: Menachem Inbar**
                                           Title: Attorney-in-fact


----------

* Duly authorized under Special Power of Attorney appointing Menachem Inbar
attorney-in-fact, dated August 12, 2008 by and on behalf of Moshe Arkin as
Chairman of Nichsei Arkin Ltd. (incorporated herein by reference to Exhibit 24.1
to Amendment No. 1 to Schedule 13D filed by Arkin and Nichsei on August 28,
2008).

** Duly authorized under Special Power of Attorney appointing Menachem Inbar
attorney-in-fact, dated August 12, 2008 by and on behalf of Moshe Arkin
(incorporated herein by reference to Exhibit 24.2 to Amendment No. 1 to Schedule
13D filed by Arkin and Nichsei on August 28, 2008).


                                       6

                                INDEX TO EXHIBITS

Exhibit
Number    Document
------    --------

A         Agreement and Plan of Merger, dated November 14, 2004, by and among
          Perrigo Company, Perrigo Israel Opportunities Ltd. and Agis Industries
          (1983) Ltd. (incorporated herein by reference to Exhibit 2.1 to the
          Current Report on Form 8-K filed by Perrigo Company on November 18,
          2004).

B         Lock-up Agreement, dated November 14, 2004, by and among Perrigo
          Company, Perrigo Israel Opportunities Ltd. and Moshe Arkin
          (incorporated herein by reference to Exhibit 10.5 to the Current
          Report on Form 8-K filed by Perrigo Company on November 18, 2004).

C         Registration Rights Agreement, dated November 14, 2004, by and between
          Perrigo Company and Moshe Arkin (incorporated herein by reference to
          Exhibit 10.1 to the Current Report on Form 8-K filed by Perrigo
          Company on November 18, 2004).

D         Nominating Agreement, dated November 14, 2004, by and between Perrigo
          Company and Moshe Arkin (incorporated herein by reference to Exhibit
          10.2 to the Current Report on Form 8-K filed by Perrigo Company on
          November 18, 2004).

E         Employment Agreement, dated November 14, 2004, by and among Perrigo
          Company, Agis Industries (1983) Ltd. and Moshe Arkin (incorporated
          herein by reference to Exhibit 99.6 to the Registration Statement on
          Form S-4 filed by Perrigo Company on February 11, 2005).

F         Joint Filing Agreement, dated March 25, 2005, between Moshe Arkin and
          Nichsei Arkin Ltd. (incorporated herein by reference to Exhibit 99 to
          the Schedule 13D filed by Moshe Arkin and Nichsei Arkin Ltd. on March
          25, 2005).

G         Sales Plan, dated September 5, 2008, between Nichsei Arkin Ltd. and
          J.P. Morgan Securities Inc. (incorporated herein by reference to
          Exhibit 99 to Amendment No. 2 to Schedule 13D filed by Moshe Arkin and
          Nichsei Arkin Ltd. on September 11, 2008).

24.1      Power of Attorney of Moshe Arkin as Chairman of Nichsei Arkin Ltd.,
          dated August 12, 2008 (incorporated herein by reference to Exhibit
          24.1 to Amendment No. 1 to Schedule 13D filed by Moshe Arkin and
          Nichsei Arkin Ltd. on August 28, 2008).

24.2      Power of Attorney of Moshe Arkin, dated August 12, 2008 (incorporated
          herein by reference to Exhibit 24.2 to Amendment No. 1 to Schedule 13D
          filed by Moshe Arkin and Nichsei Arkin Ltd. on August 28, 2008).


                                       7