EXHIBIT 5.8
[letterhead of Baker & McKenzie, Brussels]
DID + 32-2-639-36-81
September 25, 2003
Moore Group Services BVBA
Louizalaan 140
1050 Brussels
Moore Belgium NV
Louizalaan 140
1050 Brussels
Moore Response Marketing NV
Industrielaan 21, Zone 3
9320 Erembodegem
By ordinary mail
Dear Sirs,
We have acted as special Belgian counsel to Moore North America Finance Inc., a
Delaware corporation (the "Company") in connection with the (amended) guaranty
dated September 18, 2003 (the "Guaranty") to be granted by the guarantors set
forth in Schedule I thereto (the "Guarantors") (including, but not limited to,
Moore Group Services BVBA ("MGS"), Moore Belgium NV ("MB") and Moore Response
Marketing NV ("MRM"), hereinafter collectively referred to as the "Belgian
Guarantors") pursuant to the Second Supplemental Indenture dated September 18,
2003 by and among the Guarantors, the Company and Bank One N.A., as Trustee,
(the "Second Supplemental Indenture").
Although we have acted as special Belgian counsel to the Belgian Guarantors,
nothing in this opinion should be construed as implying that we are familiar
with the affairs of such Belgian Guarantors in general, and this opinion is
based solely on the investigations and subject to the limitations stated
herein.
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We express or imply no opinion on any laws other than the laws of Belgium, as
currently applied by the Belgian courts, and have made no investigation of any
other laws which may be relevant to the documents submitted to us or opinions
given by us. This letter of opinion is to be governed by and construed in
accordance with the laws of Belgium as at the date hereof.
1. In connection with our opinions expressed below, we have examined
originals or copies certified or otherwise identified to our
satisfaction of:
(a) the Second Supplemental Indenture;
(b) the Guaranty;
(c) the deeds of incorporation of the Belgian Guarantors;
(d) the most recently filed consolidated Articles of Association
(statuten/statuts) of the Belgian Guarantors as available
from the clerk of the Commercial Court of Brussels (for MGS
and MB) on September 19, 2003 and from the clerk of the
Commercial Court of Dendermonde (for MRM) on September 18,
2003 (i.e. those most recently amended on September 4, 1997
for MGS, those most recently amended on July 7, 2002 for MB,
and those most recently amended on April 9, 2003 for MRM);
(e) the publications relating to the Belgian Guarantors in the
Annexes to the Belgian Official Gazette (Annexe au Moniteur
Belge/Bijlage tot het Belgisch Staatsblad) until September
24, 2003 (including, in respect of MB, the publication of an
amendment to MB's Articles of Association (statuten/statuts)
of May 3, 2002, published in the said Annexes on June 26,
2002 under number 20020626-465);
(f) three certificates dated September 19, 2003, issued by the
clerk at the Commercial Court of Brussels (for MGS and MB)
and September 18, 2003, issued by the clerk at the Commercial
Court of Dendermonde (for MRM);
(g) an executed copy of the minutes of the respective meetings of
the College of Managers of MGS held on July 7, 2003 and the
Boards of Directors of MRM and MB held on September 15, 2003
authorising the execution of the Guaranty and the Second
Supplemental Indenture;
(h) a copy of the share register of each of the Belgian
Guarantors.
The Guaranty and the Second Supplemental Indenture are hereinafter referred to,
collectively, as the "Opinion Documents".
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We have for the purposes of the present opinion not examined any other
contracts, instruments or documents entered into by, or affecting, the Belgian
Guarantors or any other person.
2. In rendering the opinions expressed herein, we have assumed:
(a) the genuineness of all signatures on, and the authenticity
and completeness of, all documents submitted to us as
originals;
(b) the conformity to authentic original documents of all
documents submitted to us as certified, conformed or
reproduction copies;
(c) that the minutes referred to in paragraph 1(g) above record
the resolutions of a properly convened meeting of duly
appointed directors (for MB and MRM), or managers (for MGS),
of each of the Belgian Guarantors; that the respective
directors or managers who attended and voted at the said
meeting have complied with all applicable provisions of,
respectively, Article 259 (for MGS) or Article 523 (for MB
and MRM) of the Belgian Company Code dealing with conflicts
of interests of, respectively, directors or managers, and
that said resolutions have not been amended or revoked and
remain in full force and effect as at the date of this
opinion;
(d) that each of the parties other than the Belgian Guarantor has
the legal power and authority to enter into and perform its
obligations under the Opinion Documents and has duly
authorized, executed and delivered such Opinion Documents,
and that such Opinion Documents constitute legal, valid and
binding obligations of such parties, enforceable against such
parties in accordance with their terms;
(e) the absence of any other arrangements between any of the
parties to the Opinion Documents which modify or supersede
any of the terms of the Opinion Documents;
(f) that the Opinion Documents have been executed by the persons
whose names are indicated thereon as being the names of the
signatories;
(g) as to matters of fact, material to the opinions expressed
herein, we have relied on the documents examined and the
accuracy and the completeness of the factual representations
contained therein;
(h) that the conduct of the Opinion Documents has complied and
will continue to comply with any requirement of good faith or
fair dealing; and
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(i) that there are no agreements or understandings among the
parties, written or oral, and no usage of trade or course of
prior dealing among the parties that would, in either case,
define, supplement, change or qualify the terms of the
Opinion Documents.
3. Based on the foregoing, we are of the opinion that:
(a) MGS is a Belgian besloten vennootschap met beperkte
aansprakelijkheid/societe privee a responsabilite limitee
duly incorporated with limited liability for an indefinite
duration and duly organized, is currently registered with the
Register of Legal Entities (Rechtspersonenregister/Registre
des Personnes Morales) under number 0455.321.760 and is
validly existing as a separate legal entity that may be sued
in its own name, and the certificate delivered on
September19, 2003 by the clerk at the Commercial Court of
Brussels does not contain any indication that on the date
thereof any steps had been taken to wind up or liquidate MGS
or that MGS was the subject of insolvency proceedings;
(b) each of MB and MRM is a Belgian naamloze vennootschap/societe
anonyme duly incorporated with limited liability for an
indefinite duration and duly organized, is currently
registered with the Register of Legal Entities
(Rechtspersonenregister/Registre des Personnes Morales)
under, respectively, number 0401.011.658 and number
0406.965.082, and is validly existing as a separate legal
entity that may be sued in its own name, and the certificates
delivered on September 19, 2003 by the clerk at the
Commercial Court of Brussels (for MB) and on September 18,
2003 by the clerk at the Commercial Court of Dendermonde (for
MRM) do not contain any indication that any steps have been
taken to wind up or liquidate MB or MRM or that MB or MRM is
the subject of insolvency proceedings;
(c) each Belgian Guarantor has the requisite corporate power and
authority and legal capacity to enter into, and perform its
obligations under, each Opinion Document to which it is a
party, and no violation of any provisions of its Articles of
Association will result from the entry by it into any Opinion
Document to which it is a party or the performance by it of
its obligations thereunder;
(d) each Belgian Guarantor has duly authorized, executed and
delivered each Opinion Document to which it is a party.
4. This opinion is given for your benefit in connection with the Opinion
Documents and is limited to the matters stated herein and no opinion
is implied or may be inferred beyond the matters expressly stated.
This opinion is not to be disclosed to any other person nor is it to
be relied upon by any other person or for any other purpose or quoted
or referred
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to in any public document without our prior written consent provided
that we hereby consent to:
(i) the use of our opinion as herein set forth as an exhibit to
any registration statement in the framework of the
registration of the USD403 million aggregate principal amount
of 7-7/8% Senior Notes due 2011 of the Company and to the use
of our name under the caption "Validity of the Exchange Notes"
in the prospectus forming a part of such registration
statement. In giving this consent, we do not hereby admit that
we come within the category of persons whose consent is
required under Section 7 of the United States Securities Act
of 1933, as amended or the rules and regulations of the United
States Securities and Exchange Commission promulgated
thereunder or Item 509 of Regulation S-K; and
(ii) Sullivan & Cromwell, counsel to the Company, relying upon
this opinion for the purposes of the opinion such firm will
provide to Bank One, N.A. under Section 12.04 (Certificate
and Opinion as to Conditions Precedent) of the Indenture by
the Company dated March 14, 2003.
Very truly yours,
/s/ Antoine De Raeve /s/ Alain Huyghe