November 15, 2000
Omnicom Capital Trust I
Omnicom Capital Trust II
c/o Omnicom Group Inc.
437 Madison Avenue
New York, New York 10019
Re: Omnicom Capital Trust I , Omnicom Capital Trust II
and Omnicom Capital Trust III
Ladies and Gentlemen:
We have acted as special Delaware counsel for Omnicom Group Inc., a New
York corporation (the "Company"), Omnicom Capital Trust I, a Delaware business
trust ("Trust I"), Omnicom Capital Trust II, a Delaware business trust ("Trust
II"), and Omnicom Capital Trust III, a Delaware business trust ("Trust III")
(Trust I , Trust II and Trust III are hereinafter collectively referred to as
the "Trusts" and sometimes hereinafter individually referred to as a "Trust"),
in connection with the matters set forth herein. At your request, this opinion
is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of Trust I, dated October 4, 2000, as filed
with the Secretary of State on October 4, 2000;
(b) The Certificate of Trust of Trust II, dated October 4, 2000, as filed
with the Secretary of State on October 4, 2000;
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Omnicom Capital Trust I
Omnicom Capital Trust II
Omnicom Capital Trust III
November 15, 2000
Page 2
(c) The Certificate of Trust of Trust III, dated October 4, 2000, as filed
with the Secretary of State on October 4, 2000;
(d) The Trust Agreement of Trust I, dated as of October 4, 2000, between
the Company and the trustee of Trust I named therein;
(e) The Trust Agreement of Trust II, dated as of October 4, 2000, between
the Company and the trustee of Trust II named therein;
(f) The Trust Agreement of Trust III, dated as of October 4, 2000, between
the Company and the trustee of Trust II named therein;
(g) Amendment No.1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the Preferred Securities of the Trusts representing preferred
undivided beneficial interests in the assets of the Trusts (each, a "Preferred
Security" and collectively, the "Preferred Securities"), to be filed by the
Company and the Trusts with the Securities and Exchange Commission on or about
November 15, 2000;
(f) A form of Amended and Restated Trust Agreement for each of the Trusts,
to be entered into between the Company, the trustees of the Trust named therein,
and the holders, from time to time, of the undivided beneficial interests in the
assets of such Trust (including Exhibits [A, C and D] thereto) (collectively,
the "Trust Agreements" and individually, a "Trust Agreement"), attached as an
exhibit to the Registration Statement; and
(g) A Certificate of Good Standing for each of the Trusts, dated November
15, 2000, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (g) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (g) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth
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Omnicom Capital Trust I
Omnicom Capital Trust II
Omnicom Capital Trust III
November 15, 2000
Page 3
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the Trust
Agreements constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the applicable Trust, and that the Trust Agreements
and the Certificates of Trust are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trusts (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Trust Agreements
and the Registration Statement, and (vii) that the Preferred Securities are
issued and sold to the Preferred Security Holders in accordance with the Trust
Agreements and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
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Omnicom Capital Trust I
Omnicom Capital Trust II
Omnicom Capital Trust III
November 15, 2000
Page 4
1. Each of the Trusts has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.
2. The Preferred Securities of each Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the applicable
Trust.
3. The Preferred Security Holders, as beneficial owners of the applicable
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreements.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to the
use of our name under the heading "Legal Matters" in the Prospectus. In giving
the foregoing consents, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any
other person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
CDK
