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EXHIBIT 8.2
August 21, 2000
Young & Rubicam Inc.
285 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form F-4 (the
"REGISTRATION STATEMENT") of WPP Group plc, an English public limited company
("WPP"), relating to the merger (the "MERGER") of York II Merger Corp., a
Delaware corporation and an indirect, wholly owned subsidiary of WPP, with and
into Young & Rubicam Inc., a Delaware corporation.
We have participated in the preparation of the discussion set forth in the
section entitled "MATERIAL TAX CONSEQUENCES" in the Registration Statement. In
our opinion, such discussion, insofar as it relates to the United States federal
income tax consequences of the Merger, is accurate in all material respects.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and to the
references therein to us. 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 Securities Act of 1933, as amended.
Very truly yours,
WACHTELL, LIPTON, ROSEN & KATZ
