Exhibit 5.1
July 31, 2007
The Nielsen Company B.V.
770 Broadway
New York, New York 10003
Nielsen Finance LLC
770 Broadway
New York, New York 10003
Nielsen Finance Co.
770 Broadway
New York, New York 10003
| | Re: | Registration of Securities of The Nielsen Company B.V., Nielsen |
| | | Finance LLC and Nielsen Finance Co. |
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-4 (File No. 333-142546), as amended (the “Registration Statement”), of The Nielsen Company B.V., a Netherlands private company with limited liability (the “Dutch Issuer”), Nielsen Finance LLC, a Delaware limited liability company, and Nielsen Finance Co., a Delaware corporation, (each a “U.S. Issuer”, and together, the “U.S. Issuers”), in connection with (i) the Dutch Issuer’s offer to exchange up to €343,000,000 aggregate principal amount of the Dutch Issuer’s 11 1/8% Senior Discount Notes due 2016 (the “Dutch Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Dutch Issuer’s outstanding 11 1/8% Senior Discount Notes due 2016 (the “Dutch Old Notes”) and (ii) the U.S. Issuers’ offer to exchange up to (a) $650,000,000 aggregate principal amount of the U.S. Issuers’ 10% Senior Notes Due 2014, which have been registered under the Securities Act (the “Exchange Senior Dollar Notes”), for a like principal amount of the U.S. Issuers’ outstanding 10% Senior Notes Due 2014 (the “Old Senior Dollar Notes”), (b) €150,000,000 aggregate principal amount of the U.S. Issuers’ 9% Senior Notes Due 2014, which have been registered under the Securities Act (the “Exchange Senior Euro Notes”), for a like principal amount of the U.S. Issuers’ outstanding 9% Senior Notes Due 2014, (the “Old Senior Euro
The Nielsen Company B.V.
Nielsen Finance Co.
Nielsen Finance LLC
July 31, 2007
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Notes”) and (c) $1,070,000,000 aggregate principal amount of the U.S. Issuers’ 12 1/2% Senior Subordinated Discount Notes Due 2016, which have been registered under the Securities Act (the “Exchange Senior Subordinated Discount Notes” and, together with the Exchange Senior Dollar Notes and the Exchange Senior Euro Notes, the “U.S. Exchange Notes”), for a like principal amount of the U.S. Issuers’ 12 1/2% Senior Subordinated Discount Notes Due 2016 (the “Old Senior Subordinated Discount Rate Notes” and, together with the Old Senior Dollar Notes and the Old Senior Euro Notes, the “U.S. Old Notes”), with the U.S. Exchange Notes to be guaranteed (the “Guarantees”) by each of the parties listed onSchedule I attached hereto (each a “Guarantor” and collectively, the “Guarantors”).
We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate, limited liability company, limited partnership and other records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:
| | 1. | When issued, executed, delivered and authenticated in accordance with the terms of the Registered Exchange Offer and the Indenture (each as defined in the Registration Rights Agreement dated as of August 9, 2006, among the Dutch Issuer and the Initial Purchasers (as defined therein)), the Dutch Exchange Notes will be the legally valid and binding obligations of the Dutch Issuer, enforceable against the Dutch Issuer in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law and possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights generally. |
| | 2. | When issued, executed, delivered and authenticated in accordance with the terms of the Registered Exchange Offer and the Indenture (each as defined in the Registration Rights Agreement dated as of August 9, 2006, among the U.S. Issuers and the Initial Purchasers (as defined therein)), the U.S. Exchange Notes will be the legally valid and binding obligations of the U.S. Issuers, enforceable against the U.S. Issuers in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, |
The Nielsen Company B.V.
Nielsen Finance Co.
Nielsen Finance LLC
July 31, 2007
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| | | reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law and possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights generally. |
| | 3. | When the U.S. Exchange Notes have been issued, executed and authenticated in accordance with the terms of the Registered Exchange Offer and the Indenture, the Guarantees of each Guarantor with respect to the U.S. Exchange Notes will be the legally valid and binding obligation of such Guarantor, enforceable against such Guarantor, as the case may be, in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law and possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights generally. |
The law governed by this opinion is limited to the present federal law of the United States, the present law of the State of New York, the present Delaware General Corporation Law, the present Delaware Limited Liability Company Act, the present Delaware Revised Uniform Limited Partnership Act, the present California Corporations Code and the present New York Business Corporation Law. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority or any jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectuses constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Respectfully submitted,
/s/ O’Melveny & Myers LLP
SCHEDULE I
A. C. Nielsen (Argentina) S.A., a Delaware corporation
A. C. Nielsen Company, a Delaware corporation
AC Nielsen (US), Inc., a Delaware corporation
AC Nielsen HCI, LLC, a Delaware limited liability company
ACN Holdings Inc., a Delaware corporation
ACNielsen Corporation, a Delaware corporation
ACNielsen EDI II, Inc., a California corporation
ART Holding, L.L.C., a Delaware limited liability company
Athenian Leasing Corporation, a Delaware corporation
BDS (Canada), LLC, a Delaware limited liability company
Billboard Cafes, Inc., a Delaware corporation
Broadcast Data Systems, LLC, a Delaware limited liability company
Claritas Inc., a Delaware corporation
Consumer Research Services, Inc., a Delaware corporation
CZT/ACN Trademarks, L.L.C., a Delaware limited liability company
Decisions Made Easy, Inc., an Arkansas corporation
EMIS (Canada), LLC, a Delaware limited liability company
Foremost Exhibits, Inc., a Nevada corporation
Global Media USA, LLC, a Delaware limited liability company
Interactive Market Systems, Inc., a New York corporation
MFI Holdings, Inc., a Delaware corporation
Neslein Holding, L.L.C., a Delaware limited liability company
Nielsen Business Media, Inc., a Delaware corporation
The Nielsen Company B.V., a Netherlands public limited company
The Nielsen Company (US), Inc., a New York corporation
Nielsen EDI, Inc., a California corporation
Nielsen Entertainment, LLC, a Delaware limited liability company
Nielsen Holding and Finance B.V., a Netherlands private limited company
Nielsen Holdings, Inc., a Delaware corporation
Nielsen Leasing Corporation, a Delaware corporation
Nielsen Media Research, Inc., a Delaware corporation
Nielsen National Research Group, Inc., a California corporation
NMR Investing I, Inc., a Delaware corporation
NMR Licensing Associates, L.P., a Delaware limited partnership
Panel International S.A., a Delaware corporation
PERQ/HCI, LLC, a Delaware limited liability company
Radio and Records, Inc., a California corporation
Spectra Marketing Systems, Inc., a Delaware corporation
SRDS, Inc., a Delaware corporation
Trade Dimensions International, Inc., a Delaware corporation
VNU Marketing Information, Inc., a Delaware corporation
VNU Media Measurement & Information, Inc., a Delaware corporation
VNU/SRDS Management Co., Inc., a Delaware corporation
VNU USA Property Management, Inc., a New York corporation
VNU Holdings B.V., a Netherlands private limited company
VNU Intermediate Holding B.V., a Netherlands private limited company
VNU International B.V., a Netherlands private limited company
VNU Services B.V., a Netherlands private limited company
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