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EXHIBIT 5.2
(212)-859-8000
(FAX: 212-859-4000)
August 29, 2000
WPP Group plc
27 Farm Street
London WIX 6RD
England
Ladies and Gentlemen:
We have acted as special counsel for WPP Group plc, an English
public limited company (the "Company"), in connection with the merger of an
indirect, wholly owned subsidiary of the Company with and into Young & Rubicam
Inc., a Delaware corporation ("Y&R"), pursuant to which Y&R will become an
indirect wholly owned subsidiary of the Company (the "Merger"). In connection
with the Merger, Y&R is soliciting the consent of the holders of Y&R's 3%
convertible subordinated notes due 2005 (the "Notes") to adopt certain proposed
amendments to the indenture, dated as of January 20, 2000, between Y&R and The
Bank of New York, as trustee (the "Indenture") governing the Notes (and the
related registration agreement). Pursuant to the terms of the consent
solicitation and in accordance with the terms of the Indenture, upon receiving
the requisite consents to adopt the proposed amendments and upon completion of
the merger, WPP will, among other things, unconditionally guarantee (the
"Guarantee") Y&R's payment obligations under the Notes to the fullest extent
permitted by law pursuant to a Second Supplemental Indenture between the
Company, Y&R and The Bank of New York (the "Second Supplemental Indenture").
This opinion is delivered to you in connection with the Registration
Statement on Form F-4 filed by the Company with the Securities and Exchange
Commission (the "SEC") (Reg. No. 333-43650) and the related Registration
Statement on Form S-4 filed by Y&R with the SEC (Reg. No. 333-43640) (the
"Registration Statements"). With your permission, all assumptions and statements
of reliance herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated, and we
express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.
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WPP Group plc August 29, 2000
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined original or certified, conformed or reproduction
copies of such agreements, instruments, documents and records of the Company and
Y&R, such certificates of public officials and such other documents, and (iii)
received such information from officers and representatives of the Company and
Y&R as we have deemed necessary or appropriate for the purposes of this opinion.
Additionally, for purposes of this opinion, we have examined, among other
documents, the following:
(a) the Registration Statements;
(b) the Indenture;
(c) the form of the First Supplemental Indenture between the
Company, Y&R and The Bank of New York (the "First Supplemental
Indenture"); and
(d) the form of the Second Supplemental Indenture (together with the
First Supplemental Indenture, the "Supplemental Indentures").
The documents referred to in items (a) through (d) above, inclusive, are
referred to herein collectively as the "Documents."
In all such examinations, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of original
and certified documents and the conformity to original or certified documents of
all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to the opinion expressed herein, we have relied upon,
and assume the accuracy of, oral or written statements and other information of
or from officers and representatives of the Company, Y&R and others and assume
compliance on the part of all parties to the Documents with their covenants and
agreements contained therein.
To the extent it may be relevant to the opinion expressed herein, we
have assumed that the parties to the Documents (other than the Company) are duly
incorporated or organized, validly existing and in good standing under the laws
of their respective jurisdiction of incorporation or organization, have the
power and authority to enter into and perform their respective obligations under
the Documents, that the Documents have been (or will be) duly authorized,
executed and delivered by, and that the Documents constitute (or, upon execution
and delivery thereof, will constitute) legal, valid and binding obligations of
such parties enforceable against such parties in accordance with their terms.
Additionally, we have assumed that the
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WPP Group plc August 29, 2000
parties to the Documents will comply with all of their obligations under the
Documents and all laws applicable thereto.
In addition, with your permission, we have assumed, based on the
opinion of Allen & Overy, dated August 29, 2000 and delivered to the Company
that (1) the Company is duly incorporated and validly existing as a public
company with limited liability under the laws of England, and (2) the
Supplemental Indentures have been duly authorized by the Company. We have also
assumed that the Supplemental Indentures will be duly executed and delivered by
the Company.
Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, and in reliance on the opinion
of other counsel as set forth above, we are of the opinion that, upon the
execution and delivery of the Second Supplemental Indenture by the Company and
the other parties thereto, the Guarantee pursuant to the Second Supplemental
Indenture will constitute the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with the terms of the Guarantee as
set forth in the Second Supplemental Indenture.
The opinion set forth above is subject to the following
qualifications:
(A) We express no opinion as to:
(i) the legality, validity, binding effect or enforceability
of any provision of the Indenture or the Supplemental Indentures
relating to indemnification, contribution or exculpation (I) in
connection with violations of any applicable laws, statutory duties
or public policy, or (II) in connection with willful, reckless or
unlawful acts or gross negligence of the indemnified or exculpated
party or the party receiving contribution, or (III) under
circumstances involving the negligence of the indemnified or
exculpated party or the party receiving contribution in which a
court might determine the provision to be unfair or insufficiently
explicit;
(ii) the legality, validity, binding effect or enforceability
of any provision of the Indenture or the Supplemental Indentures
related to (I) forum selection or submission to jurisdiction
(including, without limitation, any waiver of any objection to venue
in any court or of any objection that a court is an inconvenient
forum) to the extent that the validity, binding effect or
enforceability of any such provision is to be determined by any
court other than a court of the State of New York, or (II) choice of
governing law to the extent that the legality, validity, binding
effect or enforceability of any such provision is to be determined
by any court other than a court of the State of New York or a
federal district court
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WPP Group plc August 29, 2000
sitting in the State of New York, in each case, applying the choice
of law principles of the State of New York; and
(iii) the enforceability of any provision of the Indenture or
the Supplemental Indentures specifying that provisions thereof may
be waived only in writing, to the extent that an oral agreement or
an implied agreement by trade practice or course of conduct has been
created that modifies any provision of the Indenture or Supplemental
Indentures.
(B) Our opinion is subject to (i) applicable bankruptcy, insolvency,
moratorium, fraudulent conveyance and other similar laws affecting
creditors' rights and remedies generally, and (ii) general
principles of equity including, without limitation, standards of
materiality, good faith, fair dealing and reasonableness, equitable
defenses and limits as to the availability of equitable remedies,
whether such principles are considered in a proceeding at law or in
equity.
The opinion expressed herein is limited to the laws of the United
States of America and the laws of the State of New York, as currently in effect.
The opinion expressed herein is given as of the date hereof, and we undertake no
obligation to supplement this letter if any applicable laws change after the
date hereof or if we become aware of any facts that might change the opinion
expressed herein after the date hereof or for any other reason.
We hereby consent to the use of our opinion as an exhibit to the
Registration Statements and to the reference to our firm under the caption
"Legal Matters" in the consent solicitation and prospectus forming part of the
Registration Statements. In giving such consent, we do not admit that we are
"experts" within the meaning of the Securities Act of 1933, as amended, or the
rules and regulations of the SEC issued thereunder with respect to any part of
the Registration Statements, including this exhibit.
Very truly yours,
/s/ FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Kenneth R. Blackman
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