EXHIBIT 5.2
WPP Finance 2010 27 Farm Street London W1J 5RJ | Allen & Overy LLP One Bishops Square London E1 6AD United Kingdom
Tel +44 (0)20 3088 0000 Fax +44 (0)20 3088 0088 | |||
| Our ref: MCTH/CCMB/0016432-0000550 ICM:14852920.3 | ||||
| 30 April 2012 | ||||
WPP Finance 2010
Registration Statement on Form F-4
Ladies and Gentlemen,
We have acted as English counsel to WPP Finance 2010, a private unlimited liability company organized under the laws of England and Wales (theIssuer) and WPP plc, a public company limited by shares in Jersey (WPP), WPP Air 1 Limited, a company limited by shares in Ireland (WPP Air 1), WPP 2008 Limited, a private limited liability company organized under the laws of England and Wales (WPP 2008) and WPP 2005 Limited, a private limited liability company organized under the laws of England and Wales (WPP 2005, and together with WPP, WPP Air 1 and WPP 2008 theGuarantors) in connection with the registration under the U.S. Securities Act of 1933, as amended (theSecurities Act), of (i) U.S.$812,387,000 principal amount of 4.75% Senior Notes due 2021 of the Issuer (theNotes), to be issued in exchange for the Issuer’s outstanding U.S.$812,387,000 principal amount of 4.75% Senior Notes due 2021, pursuant to the indenture, dated November 21, 2011, as supplemented by the first supplemental indenture dated 21 November 2011 (together, theIndenture), each among the Issuer, the Guarantors, Wilmington Trust, National Association as trustee and Citibank, N.A. as paying agent and (ii) the guarantees (theGuarantees) of each of the Guarantors of the Notes.
1. SCOPE OF REVIEW AND RELIANCE
For the purposes of this opinion letter, we have reviewed such documents, and made such other investigation, as we have deemed appropriate including without limitation:
| (a) | the Memorandum and Articles of Association of the Issuer, certified as being those now in force; |
| (b) | the Memorandum and Articles of Association of each of WPP 2008 and WPP 2005, certified as being those now in force; |
| (c) | a certified copy of the minutes of a meeting of the Board of Directors of the Issuer passed on 25 April 2012; |
Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One Bishops Square, London E1 6AD.
Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong Kong, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.
| (d) | a certified copy of the minutes of a meeting of the Board of Directors of WPP 2008 passed on 25 April 2012; |
| (e) | a certified copy of the minutes of a meeting of the Board of Directors of WPP 2005 passed on 25 April 2012; |
| (f) | a certificate from the company secretary of the Issuer as to, inter alia, the resolutions passed at meetings referred to in (c) above and to the effect that there will be no contravention of any borrowing limit to which the Issuer is subject as a result of the issue of the Notes by the Issuer; |
| (g) | a certificate from the company secretary of WPP 2008 as to, inter alia, the resolutions passed at meetings referred to in (d) above and to the effect that there will be no contravention of any borrowing limit to which WPP 2008 is subject as a result of the issue of the Notes and the giving of the Guarantees in respect of the Notes by the Guarantors; |
| (h) | a certificate from the company secretary of WPP 2005 as to, inter alia, the resolutions passed at meetings referred to in (e) above and to the effect that there will be no contravention of any borrowing limit to which WPP 2005 is subject as a result of the issue of the Notes and the giving of the Guarantees in respect of the Notes by the Guarantors; |
| (i) | the Registration Statement on Form F-4 relating to the Notes and the Guarantees (theRegistration Statement); |
| (j) | the Indenture; and |
| (k) | the forms of the Notes and the Guarantees. |
The Indenture, the Notes and the Guarantees are each referred to in this opinion as aTransaction Document and, together, theTransaction Documents.
2. ASSUMPTIONS
We have assumed that, so far as the laws of every jurisdiction other than England and Wales are concerned, all restrictions, laws, guidelines, regulations of reporting requirements that apply to the issue of the Notes have been complied with and that such laws do not qualify or affect our opinion as set out below.
We have also made the following assumptions, which we have not independently verified or established and on which we express no opinion:
| (a) | insofar 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) | all signatures on the executed documents which, or copies (whether photocopies, certified copies, facsimile copies or electronic copies) of which, we have examined are genuine and that such copies confirm to the original documents executed; |
| (c) | each of the parties to the Transaction Documents, other than the Issuer, WPP 2008 and WPP 2005, is able lawfully to enter into such Transaction Document; |
| (d) | the execution and delivery of the Transaction Documents have been or will be duly authorised by each of the parties thereto, other than the Issuer, WPP 2008 and WPP 2005, and that such documents have been or will be duly executed and delivered by such parties (other than the Issuer, WPP 2008 and WPP 2005); |
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| (e) | each of the parties to the Transaction Documents who is carrying on, or purporting to carry on, any regulated activity in the United Kingdom is an authorised person permitted to carry on that relevant regulated activity or an exempt person in respect of that regulated activity under the Financial Services and Markets Act 2000 (theFSMA) and no such agreement was or will be entered into in consequence of a communication made in breach of section 21(1) of the FSMA; |
| (f) | the Notes will be duly prepared and completed in accordance with the provisions and arrangements contained or described in the Indenture and will be in the form of the Global Notes as provided for and set out in the Indenture; |
| (g) | the Memorandum and Articles of Association of the Issuer, WPP 2008 and WPP 2005 which we have examined are those in force and the resolutions of the Board of Directors of the Issuer and the resolutions of the Boards of Directors of WPP 2008 and WPP 2005 which we have examined were passed at meetings duly convened and held, have not been amended, rescinded, modified or revoked and are in full force and effect and the certifications referred to in 1(a) to (h) above are true and accurate; |
| (h) | neither the issue of the Notes nor the giving of the Guarantees will cause any limit on borrowings to which any of the Issuer, WPP 2008 or WPP 2005 is subject to be exceeded; |
| (i) | the absence of any other arrangements between any of the parties to the Transaction Documents which modify or supersede any of their terms; |
| (j) | the Issuer is neither an authorised person nor an exempt person in relation to the regulated activity of accepting deposits under the FSMA; |
| (k) | no request will be made to admit any Note to trading on a regulated market situated or operating in the United Kingdom; |
| (l) | no steps have been, or will be, taken to have the Registration Statement treated as an approved prospectus under section 87H of the FSMA; |
| (m) | having had regard to all matters they considered relevant (including those set out in section 172 of the Companies Act 2006), the Directors of each of WPP 2008 and WPP 2005 considered that the giving of the relevant Guarantees would promote the success of WPP 2008 or, as the case may be, WPP 2005 for the benefit of its members as a whole; and |
| (n) | all documents presented to us as originals are true and accurate and all documents submitted to us as copies (including faxed copies) conform with the originals and that any documents in draft form which we have examined for the purposes hereof will not change when in final form in such a way as could affect our opinion herein. |
3. LIMITATIONS
Our opinion is confined solely to English law.
The Transaction Documents are expressed to be governed by the laws of the State of New York. We have made no investigation of such laws and do not express or imply any opinion on such laws. In addition, we have assumed that, so far as the laws of the State of New York and US securities laws are concerned, the Transaction Documents constitute or will, on issue in accordance with the Indenture, constitute legal, valid and binding obligations of the Issuer and the Guarantors and that such laws do not qualify or affect our opinion as set out below.
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4. OPINIONS
On the basis of the foregoing, and having regard to such legal considerations as we deem relevant and subject as set out below, we are of the opinion that:
| 1. | The issue of the Notes has been duly authorised by the Issuer and, so far as English law is concerned, when (a) the Registration Statement has become effective under the Securities Act and (b) the Notes have been duly executed by the Issuer and authenticated in accordance with the terms of the Indenture and exchanged as contemplated in the Registration Statement, there is no reason why the obligations assumed by the Issuer under the Notes should not constitute legal, valid, binding and enforceable obligations of the Issuer. |
| 2. | The giving of the Guarantees has been duly authorised by WPP 2008 and WPP 2005 and, so far as English law is concerned, when (a) the Registration Statement has become effective under the Securities Act and (b) the Notes have been duly executed by the Issuer and authenticated in accordance with the terms of the Indenture and exchanged as contemplated in the Registration Statement, there is no reason why the obligations assumed by WPP 2008 and WPP 2005 under the Guarantees should not constitute legal, valid, binding and enforceable obligations of WPP 2008 and WPP 2005, respectively. |
Nothing in this opinion shall be taken as implying that an English court would exercise jurisdiction in any proceedings relating to the Transaction Documents or accordingly that any remedy would be available in England for the enforcement of obligations arising under the Transaction Documents.
5. QUALIFICATIONS
This opinion is subject to the following:
| (a) | There could be circumstances in which an English court would not treat as conclusive those certificates and determinations which the Transaction Documents state are to be so treated. |
| (b) | Any provision in the Transaction Documents which involves an indemnity for the costs of litigation is subject to the discretion of the court to decide whether and to what extent a party to litigation should be awarded the costs incurred by it in connection with the litigation. |
| (c) | Any provision in any agreement or deed which amounts to an undertaking to assume the liability on account of the absence of payment of stamp duty or an indemnity to pay stamp duty may be void. |
| (d) | As used in this opinion, the termenforceable 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 fact that claims may be time-barred or subject to defences of set-off or counterclaim, and other principles of law and equity of general application. |
| (e) | The opinions set out above are subject to (i) all applicable limitations arising from bankruptcy, insolvency, liquidation, administration, reorganisation, moratorium, reconstruction or similar laws and (ii) all applicable general principles of law affecting the rights of contractual parties and/or creditors generally. |
| (f) | The Registration Statement has been prepared by the Issuer and the Guarantors, which have accepted responsibility for the information contained therein. We have not investigated or verified the truth or accuracy of the information contained in the Registration Statement, nor have we been responsible for ensuring that no material information has been omitted from it. |
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| (g) | The effectiveness of terms exculpating a party from a liability or duty otherwise owed is limited by law. |
| (h) | There is doubt as to the enforceability in England and Wales of US judgments in respect of civil judgments predicated purely on US securities law. |
| (i) | No account has been taken in this opinion of the future exercise of powers by the UK Government pursuant to section 5(4) of the Protection of Trading Interests Act 1980. |
| (j) | Insofar as any obligation under the Transaction Documents is to be performed in any jurisdiction other than England and Wales, an English court may have to have regard to the law of that jurisdiction in relation to the manner of performance and the steps to be taken in the event of defective performance. |
| (k) | We express no opinion as to whether specific performance, injunctive relief or any other form of equitable remedy would be available in respect of any obligation of the Issuer or the Guarantors under or in respect of the Transaction Documents. |
| (l) | Any trust established pursuant to the Indenture may be set aside by an English court if at the time of the relevant deposit the Issuer or either WPP 2008 or WPP 2005 is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes unable to pay its debts within the meaning of that section as a consequence of the relevant deposit. |
This opinion, which shall be construed in accordance with English law, is given to the Issuerin connection with the registration under the Securities Act of the Notes. This opinion is not addressed to the holders of any Notes or Guarantees and may not be passed on to, or relied upon by, any holder or any other person for any purpose. You may not give copies of this opinion to others without our prior written permission.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Securities” in the prospectus that is a part of the Registration Statement. In giving such consent, we do not 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 of the U.S. Securities and Exchange Commission thereunder.
This opinion is given on the basis of English law in force and applied by English courts at the date of this opinion and on the basis that there has been no amendment to, or termination or replacement of, any of the documents examined by us and no change in any of the facts assumed by us for the purposes of giving this opinion. It is also given on the basis that we have no obligation to notify any addressee of this opinion of any change in English law or its application after the date of this opinion.
Yours faithfully,
/s/ Allen & Overy LLP
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