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EXHIBIT 5.3
[LETTERHEAD OF STEPHANIE W. ABRAMSON, EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY OF YOUNG & RUBICAM INC.]
August 28, 2000
Young & Rubicam Inc.
285 Madison Avenue
New York, New York 10017
Re: REGISTRATION STATEMENT ON FORM S-4
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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 the Registration Statement on Form S-4 being filed by the
Company (such Registration Statement, together with a companion Registration
Statement on Form F-4 being filed by WPP Group plc, the "Registration
Statements") contemporaneously herewith with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering $287,500,000
aggregate principal amount of the Company's 3% Guaranteed Convertible
Subordinated Notes due 2005 (the "Notes").
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 form of proposed first and second Supplemental Indentures
to the Indenture (respectively, the "First Supplemental
Indenture" and the "Second Supplemental Indenture");
(e) the form of proposed amendment to the Registration Agreement
relating to the Notes;
(f) the Registration Statements; and
(g) corporate proceedings relating to the authorization of the
Notes, and such
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Young & Rubicam Inc.
August 28, 2000
Page 2
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 opinion 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,
or (ii) that the Notes 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 the execution and delivery
of the Notes was duly authorized by all necessary corporate action of the
Company, and the Notes were 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 (as amended, modified or supplemented by the First
Supplemental Indenture and the Second Supplemental Indenture).
Insofar as the foregoing opinion relates 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 opinion
is subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity.
The foregoing opinion is limited to 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 Statements and to the use of my name under the
caption "Legal Matters" in the prospectus forming part of the Registration
Statements. 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.
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Young & Rubicam Inc.
August 28, 2000
Page 3
Very truly yours,
/s/ Stephanie W. Abramson
Stephanie W. Abramson
Executive Vice President, General Counsel
and Secretary
