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Exhibit 5.1
One New Change
London EC4M 9QQ
Telephone: (020) 7330 3000
Fax (Group 3): (020) 7330 9999
Fax (Group 4): (020) 7248 1100
DX No. 73
www.allenovery.com
Our Ref: CO:769727.1
29th August, 2000
The Directors
WPP Group plc
27 Farm Street
London W1X 6RD
England
Dear Sirs,
REGISTRATION STATEMENT ON FORM F-4 OF WPP GROUP PLC (THE "REGISTRATION
STATEMENT")
1. We have acted as English legal advisers to WPP Group plc (the
"Company") in connection with the proposed registration under the
United States Securities Act of 1933, as amended, of (i) the Company's
proposed guarantee of the payment obligations of Young & Rubicam Inc.
("Y&R") under its 3% Convertible Subordinated Notes due 2005 (the "Y&R
Notes") and (ii) 16,361,947 ordinary shares of nominal value 10p each
of the Company (the "Ordinary Shares"), represented by American
Depositary Shares ("ADSs") of the Company, to be issued on conversion
of the Y&R Notes after the completion of the merger contemplated by the
Amended and Restated Merger Agreement dated as of 11 May 2000 (the
"Merger Agreement") between the Company, Y&R, York Merger Corp. and
York II Merger Corp. (the "Merger").
2. For the purposes of this opinion, we have examined the following
documents:
(a) certified copies of the certificate of incorporation of the
Company, certificate of incorporation on re-registration of
the Company as a public company and certificate of
incorporation on change of name of the Company;
(b) a certified copy of the memorandum and articles of association
of the Company incorporating amendments to 28 June, 1999;
(c) a copy of the Indenture dated 20 January, 2000 between Y&R and
The Bank of New York, as Indenture Trustee, (the "Trustee")
pursuant to which the Y&R Notes were previously issued (the
"Indenture");
(d) a draft dated 28 August, 2000 of a First Supplemental
Indenture between Y&R, the Company and the Trustee (the "First
Supplemental Indenture"), pursuant to which a holder of Y&R
Notes will have the right to convert such notes into ADSs
after completion of the Merger, and a draft dated 28 August,
2000 of a Second Supplemental Indenture between Y&R, the
Company and the Trustee (the "Second Supplemental
[GRAPHIC OMITTED][GRAPHIC OMITTED]
THE QUEEN'S AWARD
FOR EXPORT
ACHIEVEMENT
A LIST OF THE NAMES OF PARTNERS AND THEIR PROFESSIONAL QUALIFICATIONS
IS OPEN TO INSPECTION AT THE ABOVE OFFICE.
THE PARTNERS ARE EITHER SOLICITORS OR REGISTERED FOREIGN LAWYERS.
AMSTERDAM BANGKOK BEIJING BRATISLAVA BRUSSELS BUDAPEST DUBAI
FRANKFURT HONG KONG LONDON LUXEMBOURG
MADRID MILAN MOSCOW NEW YORK PARIS PRAGUE ROME SINGAPORE TIRANA
TOKYO TURIN WARSAW
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To: The Directors 29th August, 2000
Page: 2
Indenture" and, together with the First Supplemental
Indenture, the "Supplemental Indentures"), pursuant to which
the Company will guarantee Y&R's payment obligations under the
Y&R Notes (the "Guarantee");
(e) a certified copy of the resolution passed at the annual
general meeting of shareholders of the Company held on 26
June, 2000 authorising the directors to allot ordinary shares
for cash other than according to statutory pre-emption rights;
(f) certified copies of the minutes of the meetings of the board
of directors of the Company held on 11 May, 2000 and 23
August, 2000 and of the meeting of a committee of the board of
directors of the Company held on 29 June, 2000;
(g) a copy of a circular dated 25 August 2000 to shareholders of
the Company including a notice of the extraordinary general
meeting of shareholders of the Company proposed to be held in
connection with the Merger (the "Extraordinary General
Meeting"); and
(h) such other corporate records and documents as we have deemed
necessary or appropriate for the purpose of this opinion.
3. This opinion is limited to English law as applied by the English courts
and is given on the basis that it will be governed by and construed in
accordance with English law. We have made no investigation of the laws
of any jurisdiction other than England and neither express nor imply
any opinion as to any other laws including, in particular, the laws of
the United States of America, the laws of the States of Delaware or New
York or any other State of the United States of America or any
political sub-division thereof.
The Indenture, the Y&R Notes and the Supplemental Indentures are
expressed to be governed by the laws of the State of New York. We have
assumed that, so far as the laws of the State of New York are
concerned, the Indenture and the Y&R Notes constitute legal, valid and
binding obligations of Y&R and the Supplemental Indentures, when
executed and delivered, will constitute legal, valid and binding
obligations of Y&R and the Company and that such laws do not qualify or
affect our opinion as set out below. We understand that the Company is
relying as to certain matters governed by the laws of the State of New
York upon the opinion of Fried, Frank, Harris, Shriver & Jacobson.
4. In considering the above documents and in rendering this opinion we
have also assumed that:
(a) in so far as any obligation falls to be performed in any
jurisdiction outside England, its performance will not be
illegal or ineffective by virtue of the laws of that
jurisdiction;
(b) the genuineness of all signatures on, and the authenticity and
completeness of, all documents submitted to us whether as
originals or copies;
(c) the conformity to originals of all documents supplied to us as
certified or facsimile copies;
(d) where a document has been examined by us in draft or specimen
form, it will be or has been executed or issued in the form of
that draft or specimen;
(e) all material matters stated in any documents on which we have
relied are and remain accurate;
(f) no law of any jurisdiction other than England affects our
conclusions;
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To: The Directors 29th August, 2000
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(g) the memorandum and articles of association of the Company
referred to above are currently in force and the resolution of
the annual general meeting which we have examined was passed
at a meeting duly convened and held and remains in full force
and effect;
(h) the giving of the Guarantee in respect of the Y&R Notes will
not cause any limit on borrowings to which the Company is
subject to be exceeded;
(i) the meetings of the board of directors of the Company referred
to above were duly convened and held on 11 May, 2000 and 23
August, 2000 and the meeting of the committee of the board of
directors of the Company referred to above was duly convened
and held on 29 June, 2000, in each case as evidenced by the
minutes referred to above; at such meetings a quorum of
directors was present and acting throughout; the resolutions
referred to in such minutes were duly passed and have not been
amended, modified or revoked and are in full force and effect;
and each of the directors of the Company having any interest
in any of the matters discussed at such meeting duly disclosed
his interest therein and was entitled to count in the quorum
of such meeting and to vote on the resolutions proposed
thereat and such minutes are a true and correct record of the
proceedings therein;
(j) the Extraordinary General Meeting of the shareholders of the
Company to be held in connection with the Merger will be duly
convened and held and that the resolution to approve the
Merger, to increase the authorised share capital of the
Company and to authorise the board of directors of the
Company, pursuant to section 80 of the Companies Act 1985, to
allot relevant securities pursuant to the Merger to be
proposed at such meeting will be passed in the form of the
resolution contained in the notice of the Extraordinary
General Meeting and, once passed, the relevant resolution will
not be subsequently amended or revoked prior to the effective
time of the Merger;
(k) following the passing of the foregoing resolution(s) at the
Extraordinary General Meeting on the basis described above, a
meeting of the board of directors of the Company or of a duly
authorised and constituted committee of the board of directors
of the Company will be duly convened and held and shall duly
resolve to allot and issue Ordinary Shares pursuant to and in
accordance with the Merger and the Y&R Notes and that
resolution shall not be subsequently amended or revoked prior
to the allotment and issue of such Ordinary Shares; and
(l) admission of the Ordinary Shares to the Official List and to
trading on the London Stock Exchange will become effective in
accordance with the Listing Rules of the UK Listing Authority
and the Admission Standards of the London Stock Exchange.
5. On the basis of, and subject to, the foregoing and having regard to
such considerations of English law in force at the date of this letter
as we consider relevant, we are of the opinion that :
(1) The Company is duly incorporated and validly existing as a public
company with limited liability under the laws of England. We have on 29
August, 2000 made a search at the Companies Registry which revealed no
order or resolution for the winding up of the Company and no notice of
appointment of a receiver or administrator. However, the search would
not reveal whether or not a winding up petition has been presented.
Furthermore, it is possible that notice of a winding up order made or
resolution passed or a receiver or administrator appointed may not have
been filed at the Companies Registry immediately. We have also on 29
August, 2000 at 12.25 pm made an enquiry of the Companies Court which
has informed us that it has on its central index no record of the
presentation of any winding up petition in respect of the Company. We
are
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To: The Directors 29th August, 2000
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assuming that there has been no change in this position since the date
on which the searches were made.
(2) The Supplemental Indentures have been duly authorised by the Company
and there is no reason, so far as English law is concerned, why the
obligations to be assumed by the Company under the Supplemental
Indentures, including the issuance of the Guarantee pursuant to the
Second Supplemental Indenture, should not constitute legal, valid,
binding and enforceable obligations of the Company. As used in this
opinion, the term "enforceable" means that each obligation or document
is of a type and form enforced by the English courts. It is not
certain, however, that each obligation or document will be enforced in
accordance with its terms in every circumstance, enforcement being
subject to, INTER ALIA, the nature of the remedies available in the
English courts, the acceptance by such courts of jurisdiction, the
power of such courts to stay proceedings, the provisions of the
Limitation Act 1980 and other principles of law and equity of general
application and of public policy and all limitations resulting from the
laws of bankruptcy, insolvency, liquidation or other laws affecting
generally the enforcement of creditors' rights.
(3) The Ordinary Shares to be issued by the Company upon conversion of the
Y&R Notes after completion of the Merger will, when so issued, be
validly issued, credited as fully paid and no further contributions in
respect thereof will be required to be made to the Company by the
holders thereof, by reason of their being such holders.
This opinion is addressed to you solely for your own purpose in connection with
the Registration Statement and may not be transmitted or disclosed to or used or
relied upon by any other person or for any other purposes without our prior
written consent. We hereby give such consent in relation to the filing of this
letter as an exhibit to the Registration Statement. In giving such consent we do
not admit that we come within the category of persons whose consent is required
under section 7 of the Securities Act of 1933, as amended.
Yours faithfully,
/s/ ALLEN & OVERY
ALLEN & OVERY
