Exhibit 5.2
[Letterhead of
CRAVATH, SWAINE & MOORE LLP]
December 2, 2004
Rogers Wireless Inc. Exchange Offer
Cdn$460,000,000 7.625% Senior (Secured) Notes Due 2011
US$550,000,000 Floating Rate Senior (Secured) Notes Due 2010
US$470,000,000 7.25% Senior (Secured) Notes Due 2012
US$550,000,000 7.50% Senior (Secured) Notes Due 2015
US$400,000,000 8.00% Senior Subordinated Notes Due 2012
Ladies and Gentlemen:
We have acted as U.S. counsel for Rogers Wireless Inc., a
company organized under the laws of Canada (the "Company"), 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 by the Company of up to Cdn$460,000,000
aggregate principal amount 7.625% Senior (Secured) Notes Due 2011, up to
US$550,000,000 aggregate principal amount Floating Rate Senior (Secured) Notes
Due 2010, up to US$470,000,000 aggregate principal amount 7.25% Senior (Secured)
Notes Due 2012, up to US$550,000,000 aggregate principal amount 7.50% Senior
(Secured) Notes Due 2015 and up to US$400,000,000 aggregate principal amount
8.00% Senior Subordinated Notes Due 2012 (collectively, the "New Notes") in
exchange for like amounts of the Company's existing 7.625% Senior (Secured)
Notes Due 2011, Floating Rate Senior (Secured) Notes Due 2010, 7.25% Senior
(Secured) Notes Due 2012, 7.50% Senior (Secured) Notes Due 2015 and 8.00% Senior
Subordinated Notes Due 2012, respectively. Each series of New Notes is to be
issued pursuant to a separate Indenture relating to such series of New Notes
(collectively, the "Indentures"), each dated as of November 30, 2004, between
the Company and JPMorgan Chase Bank, N.A., 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
2
instruments as we have deemed necessary for the purposes of this opinion,
including the Indentures and the Registration Statement.
Based on the foregoing, we are of opinion that, provided that
each of the Indentures has been duly authorized, executed and delivered by the
Company and the Trustee, when (i) the New Notes of each series are duly
authorized, executed and delivered on behalf of the Company in accordance with
the applicable Indenture and (ii) such New Notes are duly authenticated by the
Trustee pursuant to the terms of the applicable Indenture, such 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).
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
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Rogers Wireless Inc.
One Mount Pleasant Road, 16th Floor
Toronto, Ontario M4Y 2Y5
Canada
O