EXHIBIT 5.2
[MCINNES COOPER LETTERHEAD]
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October 19, 2001
TransWestern Publishing Company LLC
8344 Clairemont Mesa Boulevard
San Diego, California 92111
Re: TransWestern Publishing Company LLC
TWP Capital Corp. II
Target Directories of Michigan, Inc.
WorldPages, Inc.
TWP Companies, Inc.
Great Western Directories, Inc.
1 + USA V Acquisition Corp.
YPTel, Inc.
YPTel Corporation
Pacific Coast Publishing, Ltd.
ACG Holding Company
ChoiceContent.com, Inc.
ChoiceContent.com, LLC
ACG Exchange Company
Registration Statement on Form S-4
Registration No. 333-70470
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special Nova
Scotia legal counsel to TransWestern Publishing Company LLC, a Delaware limited
liability company and TWP Capital Corp. II, a Delaware corporation
(collectively, the "Issuers") and the following guarantors: YPTel Corporation, a
Nova Scotia unlimited company, ACG Holding Company, a Nova Scotia unlimited
company and ACG Exchange Company, a Nova Scotia unlimited company,
(collectively, the "Canadian Guarantors") in connection with the proposed
registration by the Issuers of up to $215,000,000 in aggregate principal amount
of the Issuers' Series F 95/8% Senior Subordinated Notes due 2007 (the "Exchange
Notes"), pursuant to a Registration Statement on Form S-4 (Registration No.
333-70470) originally filed with the Securities and Exchange Commission (the
"Commission") on September 28, 2001, under the Securities Act of 1933 (United
States of
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America), as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
obligations of the Issuers under the Exchange Notes will be guaranteed (the
"Guarantee") by the Canadian Guarantors. The Exchange Notes and the Guarantee
are to be issued pursuant to the Indenture (the "Indenture"), dated as of May
23, 2001, among the Issuers, the guarantors named therein and Wilmington Trust
Company, as Trustee, in exchange for and in replacement of the Issuers'
outstanding Series D 95/8% Senior Subordinated Notes due 2007, of which
$140,000,000 in aggregate principal amount is outstanding, and the Issuers'
outstanding Series E 95/8% Senior Subordinated Notes due 2007, of which
$75,000,000 in aggregate principal amount is outstanding (collectively, the "Old
Notes").
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 (i) the Memorandum of Association and Articles of Association
of each of the Canadian Guarantors, (ii) minutes and records of the corporate
proceedings of each of the Canadian Guarantors with respect to the issuance of
the Guarantee, respectively, (iii) the Registration Statement, and (iv) the
Registration Rights Agreement, dated May 23, 2001, among the Issuers, Target
Directories of Michigan, Inc., First Union Securities, Inc. and CIBC World
Markets Corp.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Canadian Guarantors and the due authorization,
execution and delivery of all documents by the parties thereto other than the
Canadian Guarantors. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Registrants and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any
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bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the Province of Nova
Scotia and the federal laws of Canada applicable therein.
Based upon and subject to the assumptions, qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that when (i) the Registration Statement becomes effective, (ii) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended and (iii) the Exchange Notes and the Guarantee have been duly executed
and authenticated in accordance with the provisions of the Indenture and duly
delivered to the purchasers thereof in exchange for the Old Notes, the Guarantee
will be validly issued and binding obligations of the Canadian Guarantors.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.2 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the Province of Nova Scotia or the federal law of Canada be changed by
legislative action, judicial decision or otherwise after the date on which the
Registration Statement is declared effective by the Commission.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Yours truly
/s/ McInnes Cooper