Exhibit 5
April 17, 2000
Young & Rubicam Inc.
285 Madison Avenue
New York, New York 10017
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
I am General Counsel to Young & Rubicam Inc., a Delaware corporation (the
"Company"). In such capacity, I have acted as counsel to the Company in
connection with a Registration Statement on Form S-3 (the "Registration
Statement") being filed by the Company contemporaneously herewith with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
covering (i) $287,500,000 aggregate principal amount of the Company's 3%
Convertible Subordinated Notes due 2005 (the "Notes") and (ii) the shares of
common stock, par value $.01 per share, of the Company issuable upon conversion
of such Notes (the "Shares"). The Notes and the Shares registered by the
Registration Statement are to be offered for the respective accounts of the
holders thereof.
In that connection, I or members of my staff have examined:
(a) the amended and restated Certificate of Incorporation of the Company;
(b) the amended and restated By-Laws of the Company;
(c) an executed copy of the Indenture, dated as of January 20, 2000 (the
"Indenture"), between the Company and The Bank of New York;
(d) the Registration Agreement, dated as of January 20, 2000, between the
Company and the Initial Purchasers named therein;
(e) the Registration Statement; and
(f) corporate proceedings relating to the authorization of the Notes and
the Shares, and such other instruments and documents as I or members
of my staff deemed relevant under the circumstances.
In addition, I or members of my staff have reviewed the originals or copies
certified or otherwise identified to my or their satisfaction of all such
corporate records of the Company and such other instruments and other
certificates of public officials, officers and representatives of the Company
and such other persons, and I or they have made such investigations of law, as I
or they have deemed appropriate as a basis for the opinions expressed below.
In arriving at the opinions expressed below, I have assumed the
authenticity of all documents submitted to me or members of my staff as
originals and the conformity to the originals of all documents submitted as
copies. In addition, I or members of my staff have assumed and have not verified
(i) the accuracy as to factual matters of each document I or they have reviewed
(including, without limitation, the accuracy of the representations and
warranties of the Company in the Purchase Agreement), (ii) that the Notes
conform to the specimen thereof that I or they have reviewed and (iii) that the
certificates representing the Shares conform to the specimen thereof that I or
they have reviewed.
Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is my opinion that:
1. The execution and delivery of the Notes have been duly authorized by all
necessary corporate action of the Company, and the Notes have been duly executed
and delivered by the Company and are the legal, valid and binding obligations of
the Company, entitled to the benefits of the Indenture; and
2. The Shares into which the Notes are convertible at the initial
conversion price have been duly authorized by all necessary corporate action of
the Company and reserved for issuance upon conversion and, upon issuance thereof
on conversion of the Notes in accordance with the Indenture and the terms of the
Notes at conversion prices at or in excess of the par value of such Shares, will
be validly issued, fully paid and nonassessable.
Insofar as the foregoing opinions relate to the validity, binding effect or
enforceability of any agreement or obligation of the Company, (a) I have assumed
that each other party to such agreement or obligation has satisfied those legal
requirements that are applicable to it to the extent necessary to make such
agreement or obligation enforceable against it, and (b) such opinions are
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity.
The foregoing opinions are limited to the federal law of the United States
of America, the law of the State of New York and the General Corporation Law of
the State of Delaware.
I hereby consent to the use of my opinion as herein set forth as an exhibit
to the Registration Statement and to the use of my name under the caption "Legal
Matters" in the prospectus forming part of the Registration Statement. In giving
such consent, I do not thereby admit that I am an "expert" within the meaning of
the Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder with respect to any part of the Registration Statement,
including this exhibit.
Very truly yours,
/s/ Stephanie W. Abramson
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Stephanie W. Abramson
Executive Vice President, General Counsel and
Secretary
