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EXHIBIT 5.2
[ARTHUR COX LETTERHEAD]
28 March 2003
Private and Confidential
To: MDP Acquisitions plc
Arthur Cox Building
Earlsfort Centre
Earlsfort Terrace
Dublin 2
Re: 100,000 UNITS ("THE EURO UNITS") CONSISTING OF E100,000,000 15.5%
SUBORDINATED NOTES DUE 2013 (THE "EURO PIK NOTES") OF MDP ACQUISITIONS
PLC (THE "ISSUER") AND 100,000 WARRANTS ("THE EURO WARRANTS") TO
PURCHASE 295,758 ORDINARY SHARES (THE "ORDINARY SHARES") OF MDCP
ACQUISITIONS LIMITED (THE "PARENT") AND 150,000 UNITS (THE "DOLLAR
UNITS") CONSISTING OF E150,000,000 15.5% SUBORDINATED NOTES DUE 2013
(THE "DOLLAR PIK NOTES" AND, TOGETHER WITH THE EURO PIK NOTES AND ANY
ADDITIONAL DOLLAR PIK NOTES AND EURO PIK NOTES ISSUED IN LIEU OF CASH
INTEREST THEREON, THE "PIK NOTES") OF THE ISSUER AND 150,000 WARRANTS
(THE "DOLLAR WARRANTS" AND, TOGETHER WITH THE EURO WARRANTS, THE
"WARRANTS") TO PURCHASE 443,636 ORDINARY SHARES OF THE PARENT.
E350,000,000 10 1/8% SENIOR NOTES DUE 2012 (THE "EURO SENIOR NOTES"),
$545,000,000 9 5/8% SENIOR NOTES DUE 2012 (THE "DOLLAR SENIOR NOTES,
AND TOGETHER WITH THE EURO SENIOR NOTES, THE "NOTES") OF MDP
ACQUISITIONS PLC (THE "ISSUER") GUARANTEED BY MDCP ACQUISITIONS I (THE
"GUARANTOR")
REGISTRATION STATEMENT IN RESPECT OF THE EXCHANGE NOTES.
Dear Sirs,
We act as solicitors in Ireland for the Issuer, the Parent and the Guarantor
(each a "Company" and together, the "COMPANIES") with respect to the issue by
the Issuer of the Euro PIK Notes and the Dollar PIK Notes (collectively, the
"PIK Notes"), the issue by the Parent of the Warrants, the issue by the Issuer
and the Parent of the Euro Units and the Dollar Units representing the PIK Notes
and the Warrants (COLLECTIVELY, the "UNITS") and the issue by the Issuer of the
Notes, on 30th September 2002 in respect of the Notes (the "NOTES CLOSING DATE")
and 2nd October 2002 in respect of the Units (the "UNITS CLOSING DATE", and
together with the Notes Closing Date, the "CLOSING DATES") and their exchange
into PIK Notes and Notes registered with the Securities and Exchange Commission
(the
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"SEC"). The ordinary shares that are issued upon the exercise of the Warrants in
accordance with the terms of the Warrant Agreement (as defined below) are
hereinafter referred to as the "WARRANT SHARES". The issue of the Units, the PIK
Notes, the Warrants and Exchange Notes is hereinafter referred to as the
"Transaction" and we are giving this opinion solely in connection with the entry
into and performance of the Documents (as defined in paragraph 1D below) by the
Companies. We give this opinion on the basis and subject to the comments,
assumptions and qualifications set out below. Capitalised terms used in this
opinion shall have the same meaning as is ascribed to such terms in the
Documents, unless otherwise defined herein.
1. BASIS OF OPINION
1A. This opinion is furnished to you in connection with the filing
of the Registration Statement (as defined below) and is not to
be used, circulated quoted or otherwise relied upon for any
other purpose. We also hereby consent to the filing of this
opinion as an exhibit to the Registration Statement.
1B. This opinion is confined to and given in all respects with
respect to the laws of Ireland (meaning Ireland exclusive of
Northern Ireland) in force as at the date hereof as currently
applied by the Irish courts (excluding any foreign law to
which reference may be made under the rules of Irish private
international law). No opinion is expressed or implied as to
any Irish taxation matters or their effect on the Documents or
the transactions contemplated thereby. No opinion is expressed
or implied as to the laws of or the effect on the Documents or
the transactions contemplated thereby of, any other
jurisdiction. We have assumed without investigation that
insofar as the laws of any jurisdiction other than Ireland are
relevant, such laws do not prohibit and are not inconsistent
with any of the obligations or rights expressed in the
Documents or the transactions contemplated thereby. We have
made no investigations of and we express no opinion as to the
laws of any other jurisdiction or the effect thereof. In
particular, we express no opinion on European Community law as
it affects any jurisdiction other than Ireland or any matter
of fact.
1C. This opinion is also strictly confined to the matters stated
herein and is not to be read as extending, by implication or
otherwise, to any other matter. We express no opinion and make
no representation or warranty as to any matter of fact or in
respect of any documents or arrangements which may exist in
relation to the Documents
1D. For the purpose of giving this opinion, we have reviewed the
following documents:
(i) Copies of the certificate of incorporation,
certificate(s) of incorporation on change of name (if
any) and the memorandum and articles of association
of each Company;
(ii) copy of the certificate of a public company
entitled to do business of the Issuer;
(iii) copies of written resolutions of each director
of the board of directors of each Company (each, a
"Board Resolution");
(iv) officers and secretary's certificates of
appropriate officers of each Company confirming
certain factual circumstances regarding the Companies
and the Transacted Documents;
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(v) a copy of a Form F4 Registration Statement
prepared by the Companies in connection with the
PIK Notes and the Notes (the "Registration
Statement");
(vi) The Indentures relating to the Notes and the PIK
Notes;
(vii) the PIK Notes and the Notes; and
(viii) the Registration Rights Agreements pursuant to
which the PIK Notes and the Notes will be registered
with the SEC.
References in this opinion to the "Transaction Documents" means the
documents listed from (vi) to (viii) above.
1E. For the purpose of giving this opinion, we have caused to be
made the following legal searches:
(1) 28th March, 2003 on the files of the Companies
maintained by the Registrar of Companies in Dublin,
Ireland for the appointment of any receiver, examiner
or liquidator;
(2) on 28th March, 2003, in the Judgments Office of the
High Court in Dublin, Ireland for unsatisfied
judgments, orders or decrees in relation to the
Companies; and
(3) on 28th March, 2003 in the Central Office of the High
Court in Dublin, Ireland for any proceedings or
petitions filed in the last two years against the
Companies.
1F. We have not conducted, nor have we been requested to conduct
any due diligence on any of the Companies for the purpose of
the Transaction nor have we conducted any verification of the
Registration Statement. Accordingly we do not, nor have we
been requested to, express any opinion on the adequacy of the
disclosure set out in the Registration Statement.
1G. This opinion is to be construed in accordance with the laws of
Ireland as at the date hereof.
2. OPINION
On the basis of and subject to the assumptions and qualification set
out below and any matters not disclosed to us, we are of the opinion
that:
2A. The Issuer is a public limited company, the Guarantor is a
public unlimited company, the Parent is a private limited
company, each duly incorporated and validly existing under the
laws of Ireland.
2B. Each Company has the power under its memorandum and articles
of association referred to above to enter into the Transaction
Documents (including the Notes and the guarantee therein) and
to perform its obligations thereunder and had, on the
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Closing Dates, taken all necessary corporate and other action
to authorise the execution, delivery and performance of the
Transaction Documents (including the Notes and the guarantee
therein) and each Transaction Document (including the Notes
and the guarantee therein) has been duly executed and
delivered by each Company party thereto.
3. ASSUMPTIONS
For the purpose of giving this opinion, we have made the following
assumptions (without any responsibility on our part if any assumption
proves to be untrue or incorrect) which we have taken no steps to
verify independently.
3A. All documents submitted to us as originals are authentic,
accurate and complete as at the date hereof and were
authentic, accurate and complete on the Closing Date and all
documents supplied to us as photocopies or facsimile
transmitted copies or other copies conform to the originals
and such originals are authentic, accurate and complete (and
were authentic, accurate and complete on the Closing Dates)
and the originals were executed in the manner appearing on the
copies and that all copies and all documents on which we have
relied remain accurate and complete at the date of this
opinion letter. Without limitation to the foregoing, we have
assumed that the statements set out in the secretary's and
officer's certificates referred to above were accurate and
complete on the Closing Dates and continue to be accurate and
complete on the date hereof.
3B. The genuineness, completeness and authenticity of all
signatures on all original and copy documents which we have
examined.
3C. The documents listed in paragraph 1D of this opinion letter
contain all relevant information which is material for the
purposes of our opinion and there is no other agreement,
instrument, undertaking, obligation, representation or
warranty (oral or written) and no other arrangement (whether
legally binding or not) made by or between all or any of the
parties to the Documents or any other matter which renders
such information inaccurate, incomplete or misleading or which
affects the conclusions stated in this opinion letter and that
the execution, delivery, issue and performance of the
Documents, the Notes, the PIK Notes and the Warrants will not
result in any breach of any instrument, agreement or
obligation to which any Company is a party or to which it is
subject as the case may be.
3D. All documents, forms and notices which should have been
delivered to the Companies Registration Office (the
"Registries") on behalf of or relating to the Companies have
been so delivered and the file of records maintained at the
Registries concerning the Companies, and reproduced for public
inspection, were complete, accurate and up-to-date at the time
of the searches referred to in paragraph 1E above.
4. QUALIFICATION
4A. We have not conducted any other searches whatsoever in
relation to the Companies nor have we carried out any due
diligence or made any further enquiries (either of you or of
the Companies) and accordingly, this opinion is given on the
assumption that such searches, due diligence or enquiries (if
made) would not reveal any circumstances which would require
amendment of this opinion. Furthermore, one cannot rely
entirely on the accuracy and completeness of the information
disclosed in the searches referred to in paragraph 1E above.
This is because such searches do not
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necessarily contain completely up-to-date information and do
not necessarily reveal, inter alia, whether or not a
resolution has been passed or petition presented or any other
action taken for the winding up of, or the appointment of a
receiver or examiner of or to, the Companies. However, we draw
your attention to the fact that the directors' certificates
reviewed by us have confirmed that no such events have
occurred.
Yours faithfully,
/s/ Arthur Cox
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ARTHUR COX