EXHIBIT 5.7
VORYS, SATER, SEYMOUR AND PEASE LLP
52 EAST GAY STREET * POST OFFICE BOX 1008 * COLUMBUS, OHIO 43216-1008
TELEPHONE (614) 464-6400 * FACSIMILE (614) 464-6350 * CABLE VORYSATER
September 25, 2003
The Nielsen Company
Thomas Packaging, Corp.
Carpenter Reserve Printing Company
c/o Moore Wallace Incorporated
1200 Lakeside Drive
Bannockburn, Illinois 60015-1243
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of $403 million aggregate principal amount of 7-7/8%
Senior Notes due 2011 (the "Exchange Notes") of Moore North America Finance Inc.
(the "Company") to be issued in exchange for the Company's outstanding 7-7/8%
Senior Notes due 2011 and related guarantees pursuant to (i) the Indenture,
dated as of March 14, 2003 (the "Indenture"), by and between the Company and
Bank One, N.A., as trustee (the "Trustee"), (ii) the Supplemental Indenture,
dated as of May 15, 2003, by and among the New Guarantors (as defined therein),
the Company and the Trustee, (iii) the Second Supplemental Indenture, dated as
of September 18, 2003, by and among the Company, the Guarantors (as defined
therein), and the Trustee, and (iv) the Registration Rights Agreement, dated as
of March 14, 2003 (the "Registration Rights Agreement"), by and among the
Company, the Representatives (as defined therein) and Moore Wallace Incorporated
(formerly known as Moore Corporation Limited), a corporation continued under the
Canada Business Corporations Act ("Moore"), we, as your local Ohio counsel, have
examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion. Upon the basis of such examination, it is our opinion
that:
1. The guarantee of the Exchange Notes pursuant to the Guaranty (the
"Guaranty") by Moore's subsidiaries that are Ohio corporations and listed on
Annex A hereto (the "Subsidiary Guarantors") has been duly authorized by each of
the Subsidiary Guarantors.
2. We note that New York law has been selected as the law governing
the Guaranty. Assuming, however, for purposes of this opinion, that Ohio law is
the governing law or is otherwise relevant in determining validity or
enforceability of the Guaranty, when (a) the Securities and Exchange Commission
declares the Registration Statement effective, (b) the Guaranty has been duly
executed and delivered by the Subsidiary Guarantors and (c) the
VORYS, SATER, SEYMOUR AND PEASE LLP
September 25, 2003
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Exchange Notes have been duly executed, authenticated, issued and delivered in
accordance with the terms of the Registration Rights Agreement and the
Indenture, the Guaranty will constitute the valid and legally binding
obligations of each of the Subsidiary Guarantors, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles.
3. We would expect the courts of the State of Ohio (and a federal
court applying the law of the State of Ohio) to give effect to the provisions of
the Guaranty which provide that the construction and enforceability thereof are
governed by the laws of the State of New York, except that such courts may apply
the internal laws of the State of Ohio in instances where such law specifically
governs property, persons or activities within the State of Ohio; for example,
with respect to real property and choice of law rules under the Uniform
Commercial Code. The Supreme Court of the State of Ohio has validated
contractual choice of law provisions and has applied the choice of law rule set
forth in Restatement (2d) of Conflicts of Law, Section 187(2) (1971).
The foregoing opinion is limited to the laws of the State of Ohio
having effect as of the date hereof, and we are expressing no opinion as to the
effect of the laws of any other jurisdiction.
In connection with the foregoing, we have assumed (i) that at the time
of the issuance and delivery of the Exchange Notes, the Exchange Notes will be
duly authorized and executed and enforceable in accordance with their terms,
(ii) that at the time of the execution and delivery of the Guaranty by the
Subsidiary Guarantors there will not have occurred any change in law affecting
the validity, legally binding character or enforceability of the Guaranty and
(iii) that the execution and delivery of the Guaranty, all of the terms of the
Guaranty, and the performance by the Subsidiary Guarantors of their respective
obligations thereunder will comply with applicable law and with each
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Subsidiary Guarantors and will not result in a default
under or a breach of any agreement or instrument then binding upon the
Subsidiary Guarantors.
In rendering the foregoing opinion, we have relied as to certain
matters on information obtained from public officials, officers of the
Subsidiary Guarantors and other sources believed by us to be responsible, and
we have assumed (i) that the Indenture has been duly authorized, executed and
delivered by the Trustee, (ii) the authenticity of all documents submitted to
us as originals, (iii) the conformity to authentic original documents of all
documents submitted to us as copies, and (iv) that the signatures on all
documents examined by us are genuine, assumptions which we have not
independently verified.
We hereby 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
the Exchange Notes" in the prospectus forming a part of the Registration
Statement. In giving such consent, we do not
September 25, 2003 Vorys, Sater, Seymour and Pease LLP
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hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act. In addition, Sullivan & Cromwell LLP, counsel to
Moore North America Finance, Inc., may rely on this opinion for the purpose of
giving its opinion to the Trustee under the Indenture.
Very truly yours,
Vorys, Sater, Seymour and Pease LLP
ANNEX A: SUBSIDIARY GUARANTORS
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The Nielsen Company
Thomas Packaging, Corp.
Carpenter Reserve Printing Company