EXHIBIT 5.1
[Letterhead of Allens Arthur Robinson]
18 August 2003
The News Corporation Limited
1211 Avenue of the Americas
New York New York 10036
USA
Dear Sirs
The News Corporation Limited - Registration Statement (Registration Number
333-106822) on Form F-4/S-4
Exchange Offer of US$150,000,000 of 4.750% Senior Notes Due 2010 and
US$350,000,000 of 6.550% Senior Notes Due 2033
We have acted as special Australian counsel to NewsCorp in connection with
certain matters relating to the Registration Statement.
1. Interpretation
In this letter, unless the context otherwise requires, the following terms
shall have the following meanings:
Exchange Securities means US$150,000,000 of NAI 4.750% Senior Notes Due
2010 and US$350,000,000 of 6.550% NAI Senior Notes Due 2033.
Guarantee means the unconditional guarantee as to payment of principal and
interest of the Exchange Securities.
Indenture means the indenture dated as of 24 March 1993 between News
America Incorporated, NewsCorp and The Bank of New York acting as trustee
(amongst others), constituting the Exchange Securities as supplemented as
of 20 May 1993, 28 May 1993, 21 July 1993, 20 October 1995, 8 January 1998,
1 March 1999, 14 February 2001 and 27 June 2003.
NAI means News America Incorporated, a Delaware Corporation.
NewsCorp means The News Corporation Limited (ACN 007 910 330).
Registration Rights Agreement means the Registration Rights Agreement dated
as of 4 March 2003 among NAI, NewsCorp, all other Guarantors named therein
and the Initial Purchasers.
Registration Statement means the registration statement (number
333-106822) on Form F-4/S-4 to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
Relevant Jurisdictions means the State of South Australia and the
Commonwealth of Australia.
The News Corporation Limited Allens Arthur Robinson
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Resolutions means the resolutions of NewsCorp which, amongst other things,
approve the Guarantee.
2. Documents
In rendering our opinion, we have examined and relied on the following
documents:
(a) a certified copy of the certificate of incorporation of NewsCorp,
certified as at 11 August 2003;
(b) a certified copy of the constitution of NewsCorp, certified as at 11
August 2003;
(c) a copy of the draft Registration Statement as filed with the
Securities and Exchange Commission on 3 July 2003; and
(d) minutes of the meeting of NewsCorp at which the Resolutions were
passed, dated 6 March 2003.
3. Assumptions
For the purposes of this opinion, we have assumed the following:
(a) That insofar as any obligation under the Indenture, the Guarantee or
the Exchange Securities is to be performed in any jurisdiction other
than a Relevant Jurisdiction, its performance will not be illegal or
ineffective by virtue of the law of that jurisdiction.
(b) That any indenture or guarantee entered into in connection with the
Registration Statement and the Exchange Securities will be:
(i) valid, binding and enforceable in accordance with its terms
under the laws of the State of New York and the federal laws of
the United States of America by each of the parties thereto;
(ii) not in breach of the laws of the State of New York or the federal
laws of the United States of America or any Relevant
Jurisdiction.
(c) That the Exchange Securities will not be void, voidable or illegal
under the laws, or otherwise in contravention of public policy, of the
State of New York or the federal laws of the United States of America.
(d) That the authorisations contained in the Resolutions have not been and
will not be varied or revoked at the date hereof and will continue in
full force and effect.
(e) That NewsCorp was at the time of execution or granting of the
Guarantee or the Exchange Securities, able to pay its debts as they
fall due.
(f) That the issue of the Exchange Securities in the manner described in
the Registration Statement, the execution of the Guarantee in
connection therewith and the transactions contemplated by those
documents have materially benefited NewsCorp and will have been
entered into in good faith for the purposes of the businesses of
NewsCorp.
4. Qualifications
Our opinion is subject to the following qualifications.
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The News Corporation Limited Allens Arthur Robinson
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(a) We express no opinion as to any laws other than the laws of each
Relevant Jurisdiction as in force at the date of this opinion.
(b) Our opinion that an obligation or document is enforceable means that
the obligation or document is of a type and form which courts in the
Relevant Jurisdictions enforce. However:
(i) equitable remedies, such as injunction and specific
performance, are discretionary; and
(ii) the enforceability of an obligation, document or security
interest may be affected by statues of limitation, by estoppel
and similar principles and by laws concerning insolvency,
bankruptcy, liquidation, enforcement of security interests or
reorganisation or other laws generally affecting creditors'
rights or duties.
(c) We have relied upon searches of public records on file at the offices
of the Australian Securities and Investments Commission on 14 August
2003 (and we note that records disclosed by such searches may not be
complete or up to date).
(d) The courts of a Relevant Jurisdiction will not give effect to the
choice of the law of the State of New York in the Guarantee if the
choice of such law was not made in good faith, nor will such courts
give effect to that choice of law to the extent that:
(i) any term of the Guarantee, or any provision of the law of the
State of New York is contrary to the public policy of the
Relevant Jurisdiction;
(ii) the availability or enforceability of certain remedies may be
governed or affected by the procedural laws of the Relevant
Jurisdiction in the courts of a Relevant Jurisdiction;
(iii) the laws of the State of New York will be regarded as a matter
of fact in proceedings before courts of a Relevant
Jurisdiction to be pleaded and proved to the satisfaction of
those courts and to the extent not so pleaded and proved the
courts of a Relevant Jurisdiction will regard the laws under
their jurisdiction and the laws of the State of New York as
the same;
(iv) the courts of a Relevant Jurisdiction would apply the laws of
that jurisdiction with respect to:
(A) matters bearing upon the power and authority of NewsCorp
to enter into, and perform the applicable obligations
under, the Guarantee; and
(B) compliance with all requirements of governmental
approvals, authorisations and consents under the laws,
decrees and administrative regulations of the Relevant
Jurisdictions.
(e) A clause providing for the severability of any provision in the
Guarantee may not be enforceable in accordance with its terms as a
court of a Relevant Jurisdiction may reserve to itself a decision as
to whether any provision is severable.
(f) Where a party to the Indenture or the Exchange Securities is vested
with discretion or may determine a matter in its opinion, the law of
a Relevant Jurisdiction may
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The News Corporation Limited Allens Arthur Robinson
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require that such discretion is exercised reasonably or that such
opinion is based upon reasonable grounds.
(g) We express no opinion as to the enforceability or validity of any term
of any indenture or any guarantee not fully described in the
Registration Statement or any guarantee not fully described in the
Registration Statement or any obligation of NewsCorp in respect of
such term.
(h) We express no opinion on any matter relating to the Guarantees other
than as is expressly set out in paragraph 5 below.
(i) We have relied on the assumptions specified in s129 of the
Corporations Act.
(j) The obligation of a party under a Guarantee or the Indenture to pay
interest on overdue amounts at a rate higher than the rate applying
before the amount fell due may be held to constitute a penalty and be
unenforceable.
(k) The courts in Australia might not give full effect to an indemnity for
legal costs or penalties on taxes.
(l) We express no opinion as to the provisions of the Indenture concerning
the ranking or the indebtedness created thereby.
5. Opinion
Based upon and subject to the assumptions and subject to the qualifications
and other matters set out above, we are of the opinion that:
(a) NewsCorp is duly incorporated under the laws of the Relevant
Jurisdiction.
(b) NewsCorp is not in liquidation.
(c) Any Guarantee conforming to the description thereof in the
Registration Statement to which NewsCorp is a party, to the extent
that it constitutes a valid and legally binding obligation of NewsCorp
according to the applicable laws of the State of New York and the
federal laws of the United States, shall constitute a valid and
binding obligation of NewsCorp enforceable against NewsCorp in
accordance with its respective terms.
(d) NewsCorp is not entitled to claim for itself or any of its assets or
revenues under the laws of any of the Relevant Jurisdictions any
general right of immunity or exemption on the grounds of sovereignty
or otherwise from suit, execution, attachment or other legal process
in respect of its obligations as guarantor under the Indenture or the
Guarantee of the type described in the Registration Statement to which
it is party.
6. Consent
In accordance with the requirements of Item 601(b)(23) of Regulation S-K
under the Securities Act, we hereby consent to the use of our name in the
Registration Statement and to the filing of this opinion as an Exhibit 5 to
the Registration Statement.
This opinion is not to be quoted or referred to in any public document
other than the Registration Statement, or filed with any other governmental
agency (other than the United States Securities and Exchange Commission) or
other person, without our consent.
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The News Corporation Limited Allens Arthur Robinson
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In giving our consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission thereunder.
Yours faithfully
/s/ Allens Arthur Robinson
Allens Arthur Robinson
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