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EXHIBIT 8.1
August 21, 2000
WPP Group plc
27 Farm Street
London, WIX 6RD
England
Ladies and Gentlemen:
We are acting as your counsel in connection with the proposed merger (the
"Merger") of York II Merger Corp. ("Merger Sub"), a newly organized Delaware
corporation and a wholly owned direct subsidiary of York Merger Corp. ("Merger
Sub Holding"), a wholly owned subsidiary of WPP Group plc, an English public
limited company ("WPP"), with and into Young & Rubicam Inc. ("Y&R"), whereupon
Y&R will be the surviving corporation and the separate existence of Merger Sub
will cease. The Merger will be consummated pursuant to the Amended and Restated
Agreement and Plan of Merger dated as of May 11, 2000 by and among Y&R, WPP,
Merger Sub Holding and Merger Sub (the "Merger Agreement").
WPP has filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "1933 Act"), a registration statement on
Form F-4 (the "Registration Statement"), with respect to the WPP ordinary
shares, including those represented by WPP depositary shares, to be issued to
holders of shares of common stock of Y&R in connection with the Merger. In
addition, WPP has prepared, and we have reviewed, a Proxy Statement/Prospectus
which is contained in and made a part of the Registration Statement, and the
Appendices thereto, including the Merger Agreement. In rendering the opinion set
forth below, we have relied upon the facts stated in the Proxy Statement/
Prospectus and upon such other documents as we have deemed appropriate and the
representations of WPP, Merger Sub Holding, Merger Sub and Y&R referred to in
the Proxy Statement/Prospectus and set forth in the attached tax representation
letters from WPP, Merger Sub Holding, Merger Sub and Y&R.
We have assumed that all parties to the Merger Agreement have acted, and
will act, in accordance with the terms of such Merger Agreement and that the
Merger will be consummated at the effective time pursuant to the terms and
conditions set forth in the Merger Agreement without the waiver or modification
of any such terms and conditions.
Based upon and subject to the foregoing, and to the qualifications,
limitations, representations and assumptions contained in the portion of the
Proxy Statement/Prospectus captioned "Material Tax Consequences," the portion of
the Proxy Statement/Prospectus captioned "Material Tax Consequences" that
describes the United States Federal income tax consequences is accurate in all
material respects. No opinion is expressed on any matters other than those
specifically referred to herein.
This opinion is furnished to you for your use in connection with the
Registration Statement and may not be used for any other purpose without our
prior express written consent. We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the 1933 Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER &
JACOBSON
