Exhibit 5.2


                 [LETTERHEAD OF CRAVATH, SWAINE & MOORE LLP]


                                                                February 23,2004



                      Rogers Wireless Inc. Exchange Offer
             US$750,000,000 6.375% Senior (Secured) Notes Due 2014


Dear Ladies and Gentlemen:

            We have acted as U.S. counsel for Rogers Wireless Inc. (the
"Company"), a corporation organized under the laws of Canada, in connection
with the filing by the Company with the Securities and Exchange Commission (the
"Commission") of a registration statement on Form F-4 (the "Registration
Statement") on the date hereof under the Securities Act of 1933, as amended,
relating to the proposed issuance of up to US$750,000,000 aggregate principal
amount of 6.375% Exchange Senior (Secured) Notes due 2014 (the "New Notes") in
exchange for a like amount of its outstanding 6.375% Senior (Secured) Notes due
2014. The New Notes are to be issued pursuant to an indenture, dated as of
February 20, 2004 (the "Indenture"), between the Company and JPMorgan Chase
Bank, as trustee (the "Trustee").

            In that connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes of
this opinion, including the Indenture and the Registration Statement.

            Based on the foregoing, we are of opinion that, provided that the
Indenture has been duly authorized, executed and delivered by the Company and
the Trustee, when (i) the New Notes are duly authorized, executed and delivered
on behalf of the Company in accordance with the Indenture and (ii) the New Notes
are duly authenticated by the Trustee pursuant to the terms of the Indenture,
the New Notes will constitute valid and binding obligations of the Company
(subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws affecting creditors' rights
generally from time to time in effect and to general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether considered in a proceeding in
equity or at law).


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            We are members of the bar of the State of New York and do not
express any opinion herein as to any matters governed by any law other than the
laws of the State of New York and the Federal laws of the United States of
America. Insofar as the opinion expressed herein relates to or depends upon
matters governed by the laws of Canada, we have relied upon the opinion of Torys
LLP, Canadian counsel to the Company, which is being delivered to you and filed
with the Commission as an exhibit to the Registration Statement.

            We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the use of our name under the captions (i) "Income
Tax Consequences -- U.S. Federal Income Tax Consequences" and (ii) "Legal
Matters" in the prospectus constituting a part of the Registration Statement.

                                          Very truly yours,

                                          /s/ Cravath, Swaine & Moore LLP



Rogers Wireless Inc.
   One Mount Pleasant Road, 6th Floor
      Toronto, Ontario
         Canada M4Y 2Y5

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