EXHIBIT 5.1
Allen & Overy LLP
One Bishops Square
WPP Group plc London E1 6AO United Kingdom
27 Farm Street
London Tel: +44 (0)20 3088 0000
W1J 5RJ Fax: +44 (0)20 3088 0088
United Kingdom
Our ref 16432-00481 CO:6202856.5
31 July 2007
Dear Sirs,
Registration Statement on Form S-8 of WPP Group plc (the Registration Statement)
1. You have requested the opinion of Allen & Overy LLP (A&O) with respect to
certain matters of English law in relation to shares of WPP Group plc
(WPP), in connection with the proposed registration under the United States
Securities Act of 1933, as amended, of 4,824,238 of WPP's ordinary shares
of 10 pence each (the Ordinary Shares) in respect of awards over the
Ordinary Shares that have been granted under the 24/7 Media, Inc. 1998
Stock Incentive Plan, the 24/7 Media, Inc. 2001 Stock Incentive Plan for
Non-Officers and the 24/7 Real Media, Inc. 2002 Stock Incentive Plan
(together the Plans). The proposed registration of Ordinary Shares follows
the merger (the Merger) of 24/7 Real Media, Inc. (24/7) with TS
Transaction, Inc., a wholly owned subsidiary of WPP (the Transaction). We
understand that certain of the Ordinary Shares will be newly issued and
allotted at the relevant time and that certain of the Ordinary Shares (the
ESOP Shares) will be transferred by the trustees of the WPP Group Plc UK
ESOP, the WPP Group Plc Grantor Trust or the WPP Group Plc ROW ESOP
(together, the WPP ESOPs).
2. In connection with this opinion we have examined copies of:
(a) the memorandum and articles of association of WPP (the Memorandum and
Articles);
(b) the rules of each of the Plans (the Rules); and
(c) the ordinary and special resolutions of WPP passed on 26 June 2007
(the Shareholder Resolutions).
3. Except as stated above, we have not examined any contracts, instruments or
other documents entered into or affecting WPP or the Transaction or any
corporate records of WPP and have not made any other enquiries concerning
WPP or the Transaction.
4. Our opinion is confined solely to the laws of England in force at the date
of this opinion and is governed by, and construed in accordance with,
English law. Accordingly, we express no opinion with regard to any system
of law other than the laws of England as currently applied by the English
courts. In particular, we express no opinion on European Community law as
it affects a jurisdiction other than England and we have made no
investigation of the laws of any other jurisdiction including, without
limitation, the federal laws of the United States of America and we do not
express or imply any opinion on such laws.
5. We have assumed, without further enquiry, that:
(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 and will not violate the
public policy of any 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 conform to
the original documents executed;
(c) all documents submitted to us as originals and upon which we have
sought to rely are genuine and complete and none of the documents
furnished to us has been amended, supplemented or terminated;
(d) no law of any jurisdiction other than England affects our conclusions;
(e) all statements made to us and all facts stated in any documents upon
which we have sought to rely are true and correct;
(f) the Memorandum and Articles which we have examined are those in force;
(g) the Rules that we have examined are those in force, were properly
adopted by 24/7 and have been and will be operated in accordance with
their terms, as amended to reflect the Transaction;
(h) the terms of the Merger are effective to confer the right to receive
American Depositary Shares representing Ordinary Shares on holders of
outstanding but unvested options to purchase shares of common stock of
24/7 under the Plans, on exercise of such options, as described in the
Registration Statement;
(i) the general meeting of the shareholders of WPP at which the
Shareholder Resolutions were passed was duly convened and held and
that the Shareholder Resolutions were passed in the form of the
resolutions contained in the notice of such meeting and the
Shareholder Resolutions have not been and will not be subsequently
amended, modified or revoked before the allotment and issue of any new
Ordinary Shares;
(j) at the time of the issue of any new Ordinary Shares, WPP will have a
nominal amount of authorised but unissued Ordinary Shares of 10 pence
each at least equal to the nominal amount of such new Ordinary Shares;
(k) at the time of the issue of any new Ordinary Shares, the board of
directors will have sufficient authority to: (i) allot the number of
new Ordinary Shares being issued; and (ii) to allot the number of new
Ordinary Shares being issued as if section 89 of the Companies Act
1985 did not apply;
(l) any new Ordinary Shares will when issued be subscribed for under the
Plans wholly in cash at not less than their nominal value;
(m) admission of any new Ordinary Shares to the Official List maintained
by the Financial Services Authority and to trading on the London Stock
Exchange plc will become effective in accordance with the applicable
rules of the Financial Services Authority and the London Stock
Exchange plc;
(n) a meeting of the board of directors of WPP or a duly authorised and
constituted committee of the board of directors of WPP has been or
will be duly convened and held at which it was or will be resolved to
allot and issue any new Ordinary Shares.
2 31 July 2007
6. On the basis of the foregoing, and having regard to such considerations of
English law in force at the date of this letter as we deem relevant and
subject as set out below, we are of the opinion that the new Ordinary
Shares to be registered by WPP will, when issued by WPP in connection with
the Plans, be validly issued, credited as fully paid and no further
contributions in respect of them will be required to be made to WPP by the
holders of them, by reason of their being such holders.
7. This opinion is subject to the qualifications set out below:
(a) the opinions set out above are subject to all applicable limitations
arising from the laws of bankruptcy, insolvency, liquidation,
administration, reorganisation, moratorium, reconstruction or similar
laws and general principles of law affecting the rights of creditors
generally;
(b) the effectiveness of terms exculpating a party from a liability or
duty otherwise owed is limited by English law; and
(c) equitable remedies such as an order for specific performance or the
issue of an injunction, are available only at the discretion of the
court and certain obligations may result in a claim for damages only,
as opposed to specific performance.
This opinion is addressed to you solely for your own purpose in connection with
the Registration Statement and may not be used or relied upon by any other
person or for any other purposes without A&O's prior written consent. A&O
consents in relation to the filing of this letter as an exhibit to the
Registration Statement. In giving such consent A&O does not admit that it comes
within the category of persons whose consent is required under section 7 of the
United States Securities Act of 1933, as amended.
Yours faithfully,
/s/ Allen & Overy LLP
Allen & Overy LLP
3 31 July 2007