Exhibit 5.4
Postbus 1110
3000 BC Rotterdam Rotterdam , 26 February 2004
Weena 750
3014 DA Rotterdam
T +31 10 224 00 00
F +31 10 414 84 44

CanWest Media Inc.
31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba
Canada R3B 3L7

The Parties identified on Exhibit A hereto

Ladies and Gentlemen,

We have acted as Netherlands counsel to CanWest Media Inc, a Canadian
corporation (the "Company") and the parties identified in Exhibit A hereto (the
"Dutch Guarantors") in connection with the preparation and filing of the
registration statement on form F-3 (the "Registration Statement") filed by the
Company, the Dutch Guarantors and the other guarantors identified therein with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration under the Securities Act of the US$ 41,880,457 aggregate principal
amount of the Company's 10 5/8% senior subordinated notes due 2011 (the "Notes")
and the related guarantee listed in Exhibit B hereto (the "Guarantee"). The
Notes were issued pursuant to the Indenture listed in Exhibit B hereto (the
"Indenture").

In rendering the opinions expressed herein, we have exclusively reviewed and
relied upon the Transaction Documents listed in Exhibit B hereto and the
Corporate Documents listed in Exhibit C hereto and we have assumed that the
Transaction Documents have been entered into for bona fide commercial reasons.

We have not investigated or verified any factual matter disclosed to us in the
course of our review.

We have not been involved in structuring, drafting or negotiating any of the
Transaction Documents.

This opinion letter sets out our opinion on certain matters of Netherlands Law
as

NautaDutilh N.V. has its seat at Rotterdam, The Netherlands and is registered in the Commercial
Register in Rotterdam under number 24338323. All services and other work are carried out under a
contract for professional services ("overeenkomst van opdracht") with NautaDutilh N.V., subject to
the general conditions of NautaDutilh N.V. These general conditions include, among other
provisions, a limitation of liability clause and have been filed with the Rotterdam Court of First
Instance. They can be consulted at www.nautadutilh.com and will be provided free of charge upon
request.

ABN AMRO Bank 42.61.85.323; Fortis Bank 64.02.57.747; ING Bank 69.33.63.282; Postbank 9047; Account
Name: Stichting Beheer Derdengelden Advocatuur NautaDutilh.

Rotterdam , 26 February 2004

at today's date and the opinions and statements expressed in this opinion letter
are limited in all respects to and are to be construed and interpreted in
accordance with, Netherlands Law.

This opinion letter may only be relied upon on the condition that you accept
that the legal relationship between yourselves and NautaDutilh N.V. is governed
by Netherlands Law and that any issues of interpretation or liability arising
out of or in connection with this opinion letter are submitted to the exclusive
jurisdiction of the competent courts at Rotterdam, the Netherlands.

For the purpose of this opinion letter we have assumed that:

a. all documents reviewed by us as originals are complete and authentic and
the signatures thereon are the genuine signatures of the persons purporting
to have signed the same, all documents reviewed by us as drafts of
documents or as fax, photo or electronic copies of originals are in
conformity with the executed originals thereof and such originals are
complete and authentic and the signatures thereon are the genuine
signatures of the persons purporting to have signed the same;

b. none of the Dutch Guarantors has (i) been dissolved (ontbonden), (ii)
ceased to exist pursuant to a merger (fusie) or a division (splitsing),
(iii) had its assets placed under administration (onder bewind gesteld),
(iv) been declared bankrupt (failliet verklaard), granted a suspension of
payments (surseance van betaling verleend) or (v) been made subject to
similar proceedings in other jurisdictions. The extracts referred to in
paragraphs 1.2, 2.2, 3.2, 4.2, and 5.3 of Exhibit C hereto (the "Extracts")
and our inquiries of today over the telephone with the Bankruptcy Clerk's
Office support this assumption. However, this information does not
constitute conclusive evidence that the events set out in items (i) through
(v) have not occurred;

c. the contents of the Extracts are true and accurate;

d. the resolutions referred to in paragraphs 1.3, 2.3, 3.3, 4.3 and 5.4 of
Exhibit C hereto, including the powers of attorney contained therein (the
"Resolutions"), are in full force and effect and the powers of attorney
contained in the Resolutions validly authorise the person or persons
purported to be granted power of attorney, to represent and bind each of
the Dutch Guarantors vis a vis the other parties to the Transaction
Documents with regard to the transactions contemplated by and for the
purposes stated in the Transaction Documents under any applicable law other
than

Rotterdam , 26 February 2004

Netherlands Law;

e. the Transaction Documents have been signed on behalf of the Dutch
Guarantors by John Maguire as attorney-in-fact;

f. none of the Dutch Guarantors has a conflict of interest with any of its
managing directors (bestuurders) with respect to the entering into the
Transaction Documents.

Based upon and subject to the foregoing and subject to the qualifications set
forth herein and to any matters, documents or events not disclosed to us, we
express the following opinions:

1. Each of the Dutch Guarantors is a corporation duly incorporated and validly
existing under the laws of the Netherlands, and has all requisite corporate
power and authority to execute, deliver and perform its obligations under
the Indenture and the Guarantee.

2. The Indenture has been duly authorized by each of the Dutch Guarantors and
has been duly executed by each of the Dutch Guarantors in accordance with
the laws of the Netherlands.

3. The Guarantee has been duly authorized by each of the Dutch Guarantors in
accordance with the laws of the Netherlands and has been duly executed by
each of the Dutch Guarantors in accordance with the laws of the
Netherlands.

4. The execution of the Indenture and the Guarantee by each of the Dutch
Guarantors, the performance by each of the Dutch Guarantors of their
obligations thereunder and the enforcement of such obligations do not
violate any applicable law of the Netherlands.

The opinions expressed above are subject to the following qualifications:

(A) As Netherlands lawyers we are not qualified or able to assess the true
meaning and purport of the terms of the Transaction Documents under the
applicable law and the obligations of the parties to the Transaction
Documents and we have made no investigation of such meaning and purport.
Our review of the Transaction Documents and of any other documents subject
or expressed to be subject to any law other than Netherlands Law has
therefore been limited to the terms of such documents as they appear to us

Rotterdam , 26 February 2004

on their face.

(B) This opinion is limited by any applicable bankruptcy, insolvency and other
similar laws affecting the rights of creditors in general, including, but
not limited to, the Tax Collection Act, and by statutory provisions with
regard to fraudulent preference.

(C) The enforcement of the obligations under the Indenture and the Guarantee is
limited by rules of "force majeure", reasonableness and fairness,
unforeseen circumstances, set-off, prescription and other defences afforded
by Netherlands law to obligors generally.

(D) The term "enforceable" used above does not mean that the relevant
obligations will be specifically enforceable or that injunctive relief will
be available as a remedy for the enforcement of such obligations under all
circumstances.

(E) With respect to the opinion expressed in paragraph 4 above, it should be
noted that, pursuant to Article 2:21 of the Netherlands Civil Code, the
public prosecutor or any interested party may file a petition for the
dissolution (ontbinding) of a corporation if certain defects attach to the
incorporation of such corporation. As far as we are able to assess on the
basis of the deeds of incorporation, no such defects attach to the
incorporation of any of the Dutch Guarantors. However, there could be such
defects which do not appear from the face of the deeds of incorporation of
the Dutch Guarantors, for example if the incorporator acted under duress or
undue influence.

(F) With respect to the giving of the Guarantee by the Dutch Guarantors, it
should be noted that, under Article 2:7 of the Netherlands Civil Code
("NCC") a transaction entered into by a legal entity can be annulled if the
objects of that entity are thereby exceeded and the other party was or
should, without making its own enquiries, have been aware thereof. Only the
legal entity and the trustee in its bankruptcy can invoke this ground for
annulment.

There is uncertainty as to the question of when the objects of a legal
entity are exceeded (i.e., when a transaction is ultra vires). The
Netherlands Court of Cassation has ruled that in determining whether a
certain transaction is ultra vires all circumstances must be taken into
account and that the manner in which the objects have been defined in the
company's articles of association is not the only decisive factor. The fact
that the company forms

Rotterdam , 26 February 2004

part of a group of companies may be another relevant factor.

Several legal writers take the view that the acts of the company should be
in the actual interest of that company in the sense that they are conducive
to the realisation of the objects of the company as laid down in its
articles of association. A number of those writers are of the opinion that
the giving of guarantees and granting of security for the debt of a third
party is in principle - in the absence of circumstances which indicate the
contrary - ultra vires. According to most writers referred to above,
circumstances which indicate the contrary may exist in a situation where a
company forming part of a group of companies directly or indirectly
benefits from the fact that another company forming part of the same group
incurs a debt for which the former company gives a guarantee.

Case-law and literature do not offer much guidance in determining to what
extent group companies must have benefited to qualify for having acted
within the scope of their objects clause.

In Netherlands financing transactions, financial institutions normally
accept the risks described above in cases where the security provided by
parties such as the Dutch Guarantors does not represent an essential
element of the security package.

(G) Article 3:45 NCC provides that, where a debtor who enters into a
transaction without being legally obliged to do so, knew or should have
known that the possibilities for one or more of its creditors to seek
recourse against its assets would be negatively affected thereby, any
creditor whose opportunity to recover his claim has been prejudiced, has
the right to nullify such transaction if certain conditions are met (Actio
Pauliana). In Netherlands financing transactions, financial institutions
accept the risks described above in cases where the security provided by
parties such as the Dutch Guarantors does not represent an essential
element of the security package. Pursuant to certain provisions of the
Netherlands Bankruptcy Act a trustee in bankruptcy can exercise the right
of nullification on behalf of the bankruptcy estate in similar situations.

(H) Pursuant to Article 2:207c Netherlands Civil Code, a private company with
limited liability such as the Dutch Guarantors may not grant loans
(leningen verstrekken), provide security (zekerheid stellen), give a price
guarantee (koersgarantie geven) or otherwise bind itself, whether jointly
and severally or otherwise with or for third parties (zich op andere wijze
sterk maken of zich hoofdelijk of anderszins naast of voor anderen
verbinden) with a view to (met het oog op) the subscription or acquisition

Rotterdam , 26 February 2004

by third parties of shares in its share capital or depository receipts.
This prohibition also applies to its subsidiaries (dochtervennootschappen).
Any transaction in violation of this prohibition is voidable
(vernietigbaar) or void (nietig).

(I) the Netherlands courts may refuse to apply a rule of foreign law otherwise
applicable to an agreement in certain situations such as the situation
where such rule of foreign law is manifestly incompatible with the public
policy ("ordre public") of the Netherlands. On the face of the Transaction
Documents, we have no reason to believe that any provision of the
Transaction Documents will be deemed manifestly incompatible with the
public policy of the Netherlands by a competent Netherlands court.

(J) The president of a competent Netherlands court (rechtbank), in any matter
in which the plaintiff seeks provisional measures in summary proceedings
(kort geding), may assume jurisdiction, notwithstanding a contractual
provision to the contrary.

(K) It should be noted that it is uncertain whether service of process at the
address of a process agent referred to in the Indenture and the Guarantee
for legal proceedings in The Netherlands will be valid. Therefore, it is
recommendable that, in the event of initiating legal proceedings in The
Netherlands, service of process is also effected upon the defendants at
their domicile or residence in The Netherlands, if any.

(L) A power of attorney or mandate granted by any of the Dutch Guarantors,
including but not limited to the appointment of an agent for service of
process (to the extent that it can be considered a power of attorney):

a. can only be made irrevocable to the extent that its object is the
performance of legal acts in the interests of the attorney or a third
party. The competent Netherlands courts may at the request of the
principal cancel the irrevocable quality of the power of attorney for
compelling reasons; and

b. will terminate upon the bankruptcy or become ineffective upon the
suspension of payments of the principal and, unless otherwise
provided, the attorney.

(M) Although extracts from the Commercial Register, such as the Extracts, and
confirmations by phone from the Bankruptcy Clerk's office are commonly
relied upon in the Netherlands in the rendering of legal opinions, such
extracts and confirmations do not constitute conclusive

Rotterdam , 26 February 2004

evidence of the information they purport to confirm.

This opinion is being delivered to you in connection with the Registration
Statement and is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written authorization. Kaye Scholer LLP may
rely on this opinion with respect to matters governed by Netherlands law for
purposes of its opinion to you dated on or about the date hereof. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
prospectus contained therein. In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act, or under the rules and regulations of the
Commission thereunder.

Yours faithfully,
on behalf of NautaDutilh N.V.
/s/ B. TH. DEROGEE

B. Th. Derogee

Rotterdam , 26 February 2004

EXHIBIT A
LIST OF DUTCH GUARANTORS
------------------------

1. CGS NZ TV Shareholding (Netherlands) B.V.;

2. CGS NZ Radio Shareholding (Netherlands) B.V.;

3. CGS Shareholding (Netherlands) B.V.;

4. CGS Debenture Holding (Netherlands) B.V.

5. CGS International Holdings (Netherlands) B.V.

Rotterdam , 26 February 2004

EXHIBIT B

LIST OF TRANSACTION DOCUMENTS
-----------------------------

1. a copy of the executed indenture, dated 17 May 2001 (the "Indenture"),
made among CanWest Media Inc., as Issuer (as defined therein), the Dutch
Guarantors and the other guarantors named therein, and the Bank of New
York as Trustee (as defined therein); and

2. a copy of the executed guarantee, dated 17 May 2001 ("Guarantee"), made
among the Dutch Guarantors and the other guarantors (as defined therein);

Rotterdam , 26 February 2004

EXHIBIT C
LIST OF CORPORATE DOCUMENTS
---------------------------

1. CGS NZ TV Shareholding (Netherlands) B.V.

1.1 a photocopy of the deed of incorporation of CGS NZ TV Shareholding
(Netherlands) B.V. dated 29 July 1997 which, according to the extract
referred to under 1.2, contain the articles of association of CGS NZ TV
Shareholding (Netherlands) B.V. currently in force;

1.2 a fax copy of an official extract dated 26 February 2004 from the
Commercial Register of the Chamber of Commerce and Industry of Amsterdam
relating to CGS NZ TV Shareholding (Netherlands) B.V.; and

1.3 a fax copy of the board resolution of CGS NZ TV Shareholding (Netherlands)
B.V. dated May 2001.

2. CGS NZ Radio Shareholding (Netherlands) B.V.

2.1 a photocopy of the deed of incorporation of CGS NZ Radio Shareholding
(Netherlands) B.V. dated 29 July 1997 which, according to the extract
referred to under 2.2, contain the articles of association of CGS NZ Radio
Shareholding (Netherlands) B.V. currently in force;

2.2 a fax copy of an official extract dated 26 February 2004 from the
Commercial Register of the Chamber of Commerce and Industry of Amsterdam
relating to CGS NZ Radio Shareholding (Netherlands) B.V.; and

2.3 a fax copy of the board resolution of CGS NZ Radio Shareholding
(Netherlands) B.V. dated May 2001.

3. CGS Shareholding (Netherlands) B.V.

3.1 a photocopy of the deed of incorporation of CGS Shareholding (Netherlands)
B.V. dated 23 December 1992 which, according to the extract referred to
under 3.2, contain the articles of association of CGS Shareholding
(Netherlands) B.V. currently in force;

3.2 a fax copy of an official extract dated 26 February 2004 from the
Commercial Register of the Chamber of Commerce and Industry of Amsterdam
relating to CGS Shareholding (Netherlands) B.V.; and

Rotterdam , 26 February 2004

3.3 a fax copy of the board resolution of CGS Shareholding (Netherlands) B.V.
dated May 2001.

4. CGS Debenture Holding (Netherlands) B.V.

4.1 a photocopy of the deed of incorporation of CGS Debenture Holding
(Netherlands) B.V. dated 23 December 1992 which, according to the extract
referred to under 4.2, contain the articles of association of CGS Debenture
Holding (Netherlands) B.V. currently in force;

4.2 a fax copy of an official extract dated 26 February 2004 from the
Commercial Register of the Chamber of Commerce and Industry of Amsterdam
relating to CGS Debenture Holding (Netherlands) B.V.; and

4.3 a fax copy of the board resolution of CGS Debenture Holding (Netherlands)
B.V. dated May 2001.

5. CGS International Holdings (Netherlands) B.V.

5.1 a photocopy of the deed of incorporation of CGS International Holdings
(Netherlands) B.V. dated 23 December 1992;

5.2 a photocopy of the deed of amendment of the articles of association of CGS
International Holdings (Netherlands) B.V. dated 21 June 2001, which,
according to the extract referred to under 5.3, is the most recent deed of
amendment of the articles of association of CGS International Holdings
(Netherlands) B.V.;

5.3 a fax copy of an official extract dated 26 February 2004 from the
Commercial Register of the Chamber of Commerce and Industry of Amsterdam
relating to CGS International Holdings (Netherlands) B.V.; and

5.4 a copy of the board resolution of CGS Debenture International Holdings
(Netherlands) B.V. dated May 2001.