Exhibit 5
February 4, 1998
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York 10020
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In my capacity as General Counsel to The Interpublic Group
of Companies, Inc., a Delaware corporation (the "Company"), I
have been asked to render this opinion in connection with a
Registration Statement on Form S-3 (the "Registration Statement")
being filed by the Company contemporaneously herewith with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, covering an aggregate of 3,346,500 Rights to
purchase Series A Cumulative Participating Preferred Stock
issuable in certain circumstances with the shares of Common
Stock, par value $.10 per share (the "Common Stock"), issuable
upon conversion of the Company's 1.80% Convertible Subordinated
Notes due 2004 (the "Notes"), plus such indeterminate amount of
Rights as may become issuable upon conversion of the Notes as a
result of adjustments to the conversion price (the "Rights"). The
Rights registered by the Registration Statement are to be offered
for the respective accounts of the holders thereof.
In that connection, I have examined the Certificate of
Incorporation and the By-Laws, both as amended, of the Company,
the Indenture dated as of September 16, 1997 (the "Indenture")
between the Company and The Bank of New York, as trustee, the
Registration Rights Agreement dated as of September 16, 1997
between the Company and Morgan Stanley & Co. Incorporated,
Goldman Sachs & Co. and SBC Warburg Dillon Read Inc., the
Registration Statement, corporate proceedings relating to the
authorization of the Rights, and such other instruments and
documents as I deemed relevant under the circumstances.
In making the aforesaid examinations, I have assumed the
genuineness of all signatures and the conformity to original
documents of all copies furnished to me as original or
photostatic copies. I have also assumed that the corporate
records furnished to me by the Company include all corporate
proceedings taken by the Company to date.
Based upon and subject to the foregoing, I am of the
opinion that the Rights have been duly authorized and, when
issued in connection with the issuance of the Common Stock upon
conversion of the Notes in accordance with the terms of the
Indenture, and when duly executed and delivered by the Company,
will be the valid, binding and enforceable obligations of the
Company.
Insofar as the foregoing opinions relate to the validity,
binding effect or enforceability of any agreement or obligation
of the Company, (a) I have assumed that each other party to such
agreement or obligation has satisfied those legal requirements
that are applicable and it to the extent necessary to make such
agreement or obligation enforceable against it, and (b) such
1
opinions are subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and to general
principals of equity.
The foregoing opinions are limited to the federal law of
the United States of America and the law of the State of New
York, and, where necessary, the corporate laws of the State of
Delaware.
I hereby consent to the use of my opinion as herein set
forth as an exhibit to the Registration Statement and to the use
of my name under the caption "Legal Matters" in the Prospectus
forming part of the Registration Statement.
Very truly yours,
/s/ Nicholas J. Camera
----------------------
Nicholas J. Camera
Vice President, General
Counsel and Secretary
2