Exhibit 5.4
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
1 December 2000
Jones Lang LaSalle Finance B.V.
Strawinskylaan 3103
1077 ZX Amsterdam
The Netherlands
Dear Sirs,
JONES LANG LASALLE LIMITED: GUARANTEE OF [EURO]165,000,000 SENIOR NOTES ISSUED
BY JONES LANG LASALLE FINANCE B.V. DUE 2007
1. We have acted as English legal advisers for Jones Lang LaSalle
Limited (the "Company"), a private company with limited liability
incorporated under the laws of England and Wales, in connection
with the Exchange Offer by Jones Lang LaSalle Finance B.V. (the
"Issuer") of up to [EURO]165,000,000 aggregate principal amount of its
new 9% senior notes due 2007 (the "New Notes") for a like amount of
its old 9% senior notes (the "Old Notes") due 2007. The Old Notes
were, and the New Notes will be, issued under an indenture dated 26
July 2000 (the "Indenture") between, among others, the Issuer, The
Bank of New York (as trustee) and the Company as a co-guarantor of
the obligations of the Issuer under the Old Notes and the New
Notes. The Company's guarantee of such obligations of the Issuer
under the New Notes is hereinafter referred to as the "Guarantee".
2. This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
3. For the purposes of this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of
the following documents (the "Documents"):
a. the Indenture;
b. the Registration Statement on Forms F-4 and S-4 (File Nos. 333-
48074 and 333-48074-01 through -07) as filed with the Securities
and Exchange Commission (the "Commission") on 17 October 2000
and any amendments thereto; and
c. such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth below,
and have relied upon the statements as to factual matters contained
in or made pursuant to each of the Documents.
4. This opinion is limited to English law as currently applied by the
English courts and is given on the basis that it will be governed
by and construed in accordance with English law in effect as at the
date of this opinion.
ASSUMPTIONS
5. For the purpose of rendering this opinion we have with your consent and
without further enquiry assumed:
a. the legal capacity of all natural persons;
b. the genuineness of all signatures on, and the authenticity
and the completeness of, all documents submitted to us as
originals, the conformity to original documents of all
documents submitted to us as certified or photostatic or
facsimile copies and the authenticity of the originals of
such latter documents;
c. that, where a document has been examined by us in draft or
specimen form, it will or has been executed in the form of
that draft or specimen;
d. that each of the parties (other than in respect of the laws
of England, the Company) to the Indenture had the power,
corporate or other, to enter into and perform all of its
obligations thereunder;
e. the due authorisation by all requisite action, corporate or
other, and execution and delivery by each of the parties
thereto of the Indenture and the validity and binding effect
of such authorisation, execution and delivery under all
applicable laws (other than, in the case of the Company, the
laws of England, as to which we express our opinion in
paragraph 6.b. below);
f. that the Indenture constitutes legal, valid and binding
obligations of each of the parties thereto enforceable under
all applicable laws;
g. that the terms of the Indenture are and have been observed
and performed by the parties thereto;
h. that there have been no amendments to the Company's
Memorandum and Articles of Association in the form certified
to us in connection with the giving of this opinion;
i. that each of the statements contained in a certificate of
the Secretary of the Company dated as of the date hereof is
true and correct as at the date hereof;
j. that, in connection with the entry into and performance by
the Company and its parent, Jones Lang LaSalle Europe
Limited, of the Indenture and the Guarantee (as the case may
be), the requirements of the provisions of Part V, Chapter
VI of the Companies Act 1985 were and continue to be
complied with in all respects in relation to the giving of
financial assistance;
k. no fraud, coercion, undue influence or duress exists or was
exerted resulting in the entry into of the Documents and the
giving of the Guarantee, such as to render any or all of
them void or voidable;
l. that the execution, delivery and performance of the
Indenture and the Guarantee was and continues to be of
material benefit to the Company;
m. that the representations and warranties given by each party
contained in the Documents were and continue to be true,
correct, accurate and complete;
n. that the terms of the Documents have been and continue to be
observed and performed by the parties thereto; and
o. that the information revealed by our search of the public
microfiche of the Company kept at the Companies Registration
Office in London referred to in paragraph 6.a.i. below and
our oral enquiry today of the Central Registry of Winding up
Petitions referred to in paragraph 6.a.ii. below was
accurate in all respects and has not since the time of such
search or enquiry been altered.
OPINION
6. On the basis of the assumptions set out above and subject to the
qualifications set forth below and any matters not disclosed to us,
we are of the opinion that:
a. the Company has been duly incorporated in Great Britain and
registered in England and Wales and:
i. our search today of the public microfiche of the
Company kept at the Companies Registration Office in
London revealed no order or resolution for the
winding up of the Company and no notice of
appointment in respect of the Company of a
liquidator, receiver, administrative receiver or
administrator;
ii. the Central Registry of Winding up Petitions has
confirmed in response to our oral enquiry made today
that no petition for the winding up of the Company
has been presented within the period of six months
covered by such enquiry;
b. the Guarantee has been duly authorised by all necessary
corporate action on the part of the Company and duly
executed and delivered by the Company; and
c. the performance by the Company of its obligations under the
Guarantee pursuant to the terms of the Indenture does not
and will not result in any violation by the Company of any
term of its Memorandum or Articles of Association or of any
law or regulation having the force of law in England and
applicable to the Company which, in our experience, would
normally be applicable to transactions of the type
contemplated by the Indenture.
QUALIFICATIONS
7. The opinions set forth above are also subject to the following
qualifications:
a. the search at the Companies Registration Office referred to
in paragraph 6.a.i. is not conclusively capable of revealing
whether or not:
i. a winding up order has been made or a resolution
passed for the winding up of a company; or
ii. an administration order has been made; or
iii. a receiver, administrative receiver, administrator or
liquidator has been appointed,
as notice of these matters may not be filed with the
Registrar of Companies immediately and, when filed, may not
be entered on the public microfiche of the relevant company
immediately. In addition, that search is not capable of
revealing, prior to the making of the relevant order,
whether or not a winding up petition or a petition for an
administration order has been presented;
b. the enquiry at the Central Registry of Winding up Petitions
referred to in paragraph 6.a.ii. relates only to a
compulsory winding up and is not conclusively capable of
revealing whether or not a winding up petition in respect of
a compulsory winding up has been presented since details of
the petition may not have been entered on the records of the
Central Registry of Winding up Petitions immediately or, in
the case of a petition presented to a County Court, may not
have been notified to the Central Registry and entered on
such records at all, and the response to an enquiry only
relates to the period of six months prior to the date when
the enquiry was made;
c. this opinion is subject to all applicable laws relating to
bankruptcy, insolvency, administration, liquidation,
fraudulent conveyance, reorganisation, moratorium and other
laws of general application relating to or affecting the
rights of creditors;
d. a certificate, determination, notification, minute or
opinion might be held by the English courts not to be
conclusive if it could be shown to have an unreasonable or
arbitrary basis or not to have been reached in good faith or
in the event of manifest error despite any provision in any
document to the contrary; and
e. an English court may refuse to give effect to any provision
of an agreement which amounts to an indemnity in respect of
the costs of unsuccessful litigation brought before an
English court or where the court has itself made an order
for costs.
8. This opinion is given on the basis that, since the date of
certification, execution or issue, there has been no amendment to
or termination or replacement of the Documents and on the basis of
English law in force at the date of this opinion. This opinion is
also given on the basis that we undertake no responsibility to
notify the addressee of this opinion of any change in English law
after the date of this opinion.
FILING OF OPINION
9. We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also consent to the
reference to our firm under "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the
Commission.
Yours faithfully,
/s/ Skadden, Arps, Slate, Meagher
& Flom LLP
