Exhibit 5.1
[Letterhead of Fried, Frank, Harris, Shriver & Jacobson LLP]
February 25, 2005
Dow Jones & Company, Inc.
200 Liberty Street
New York, New York 10281
Ladies and Gentlemen:
We are acting as special counsel to Dow Jones & Company, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
offer to exchange up to $225,000,000 aggregate principal amount of its new
3.875% Senior Notes due 2008 (the "Exchange Notes") which are being
registered under the Securities Act of 1933, as amended, for a like
principal amount of its outstanding 3.875% Senior Notes due 2008 (the
"Outstanding Notes" and together with the Exchange Notes, the "Notes")
pursuant to the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on February 25, 2005. 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.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents and (iii) received such information from officers and
representatives of the Company and others, in each case, as we have deemed
necessary or appropriate for the purposes of this opinion. We have
examined, among other documents, the following:
(a) the Indenture dated February 17, 2005 (the "Indenture"),
between the Company and The Bank of New York, as trustee
(the "Trustee"); and
(b) the form of the Notes.
The documents referred to in items (a) and (b) above are
collectively referred to 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,
representations and warranties contained in each of the Documents and
certificates and oral or written statements and other information of or
from representatives of the Company and others and assume compliance on the
part of all parties to each of the Documents with their respective
covenants and agreements contained therein.
To the extent it may be relevant to the opinion expressed herein,
we have assumed (i) that the Exchange Notes have been duly authenticated
and delivered by the Trustee, (ii) that all of the parties to the Documents
(other than the Company) are validly existing and in good standing under
the laws of their respective jurisdictions of organization and have the
power and authority to (a) execute and deliver the Documents, (b) perform
their obligations thereunder and (c) consummate the transactions
contemplated thereby, (iii) that the Documents have been duly authorized,
executed and delivered by all of the parties thereto and constitute valid
and binding obligations of all the parties thereto (other than the Company)
enforceable against such parties in accordance with their respective terms,
and (iv) that all of the parties to the Documents will comply with all laws
applicable thereto.
Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the Exchange Notes, when executed, issued and delivered in accordance with
the terms of the Indenture in exchange for the Outstanding Notes, will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, and will be entitled to
the benefits of the Indenture.
The opinion set forth above is subject to the following
qualifications:
(A) We express no opinion as to the validity, binding effect or
enforceability of any provision of the Documents relating to
indemnification, contribution or exculpation.
(B) We express no opinion as to the validity, binding effect or
enforceability of any provision of the Documents:
(i) containing any purported waiver, release, variation,
disclaimer, consent or other agreement of similar effect (all of the
foregoing, collectively, a "Waiver") by the Company under any of such
Documents to the extent limited by provisions of applicable law (including
judicial decisions), or to the extent that such a Waiver applies to a
right, claim, duty, defense or ground for discharge otherwise existing or
occurring as a matter of law (including judicial decisions), except to the
extent that such a Waiver is effective under, and is not prohibited by or
void or invalid under provisions of applicable law (including judicial
decisions);
(ii) 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 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 sitting in the State of New York, in each case,
applying the law and choice of law principles of the State of New York;
(iii) 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 such agreement;
(iv) purporting to give any person or entity the power to
accelerate obligations without any notice to the obligor; and
(v) which may be construed to be in the nature of a penalty.
(C) Our opinion is subject to the following:
(i) bankruptcy, insolvency, reorganization, moratorium and
other laws (or related judicial doctrines) now or hereafter in effect
affecting creditors' rights and remedies generally;
(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
in equity or at law; and
(iii) the application of any applicable fraudulent
conveyance, fraudulent transfer, fraudulent obligation, or preferential
transfer law or any law governing the distribution of assets of any person
now or hereafter in effect affecting creditors' rights and remedies
generally.
The opinion expressed herein is limited to the laws of the United
States of America and the laws of the State of New York and, to the extent
relevant, the General Corporation Law of the State of Delaware, each as
currently in effect, together with applicable provisions of the
Constitution of Delaware and relevant decisional law. The opinion expressed
herein is limited to the matters stated herein, and no opinion is implied
or may be inferred beyond the matters expressly stated herein. The opinion
expressed herein is given as of the date hereof, and we assume 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 filing of this opinion as an exhibit to
the Registration Statement and to the reference to this Firm under the
caption "Legal Matters" in the prospectus that is included in the
Registration Statement. In giving this consent, we do not hereby admit that
we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.
The opinion expressed herein is solely for your benefit in
connection with the transaction covered in the first paragraph of this
letter and may not be relied on in any manner or for any purpose by any
other person or entity and may not be quoted in whole or in part without
our prior written consent.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
/S/ FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP