Exhibit 5.2
August 18, 2003
News America Incorporated
1211 Avenue of the Americas
New York, New York 10036
The News Corporation Limited
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York 10036
Re: Registration Statement on Form F-4/S-4 (SEC File No. 333-106822)
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Ladies and Gentlemen:
We are acting as counsel to News America Incorporated, a
Delaware corporation (the "Company"), in connection with its registration
statement on Form F-4/S-4, as amended (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the proposed issuance of up to US$150,000,000 aggregate
principal amount of the Company's 4.750% Senior Notes due 2010 and up to
US$350,000,000 aggregate principal amount of the Company's 6.550% Senior Notes
due 2033 (the "Exchange Notes") in exchange for like amounts of the Company's
outstanding 4.750% Senior Notes due 2010 and 6.550% Senior Notes due 2033 (the
"Original Notes") and the related joint and several, irrevocable and
unconditional guarantees of the Exchange Notes on an unsecured, senior basis by
certain guarantors. This opinion letter is furnished to you at your request to
enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. ss. 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents (the "Documents"):
1. An executed copy of the Registration Statement.
2. Executed copies of the certificates representing the
Original Notes.
3. Form of Exchange Notes and the related joint and
several, irrevocable and unconditional guarantees of
the Exchange Notes.
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 2
4. The Certificate of Incorporation of the Company, as
certified by the Secretary of State of the State of
Delaware on March 7, 2003 and by the Secretary of the
Company on the date hereof as being complete,
accurate, and in effect.
5. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate, and in effect.
6. An executed copy of the Registration Rights
Agreement, dated as of March 4, 2003, by and among
the Company, the guarantors named therein and J.P.
Morgan Securities Inc. and Salomon Smith Barney Inc.,
as representatives of the initial purchasers (the
"Registration Rights Agreement").
7. Resolutions of the Executive Committee of the Board
of Directors of the Company adopted by unanimous
written consents dated March 4, 2003 and June 24,
2003, as certified by the Secretary of the Company on
the date hereof as being complete, accurate, and in
effect, relating to the issuance and sale of the
Original Notes and the registration of the Exchange
Notes in connection with the exchange offer pursuant
to the terms of the Registration Rights Agreement,
and arrangements in connection therewith, and
relating to the Eighth Supplemental Indenture, dated
as of June 27, 2003, and arrangements in connection
therewith.
8. The Amended and Restated Indenture, dated as of March
24, 1993, as supplemented by the First Supplemental
Indenture, dated as of May 20, 1993, the Second
Supplemental Indenture, dated as of May 28, 1993, the
Third Supplemental Indenture, dated as of July 21,
1993, the Fourth Supplemental Indenture, dated as of
October 20, 1995, the Fifth Supplemental Indenture,
dated as of January 8, 1998, the Sixth Supplemental
Indenture, dated as of March 1, 1999, the Seventh
Supplemental Indenture, dated as of February 14, 2001
and the Eighth Supplemental Indenture, dated as of
June 27, 2003 (as so supplemented, the "Indenture"),
by and among the Company, The News Corporation
Limited ("News Corporation"), the subsidiary
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News America Incorporated
The News Corporation Limited
August 18, 2003
Page 3
guarantors named therein and The Bank of New York, as
trustee (the "Trustee").
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). We have assumed
that (i) each of News Corporation and the Trustee has all requisite power and
authority under all applicable laws, regulations and governing documents to
execute, deliver and perform its respective obligations under the Indenture,
(ii) each of News Corporation and the Trustee has duly authorized, executed and
delivered the Indenture, (iii) each of News Corporation and the Trustee is duly
organized, validly existing, and in good standing in all necessary
jurisdictions, (iv) the Indenture constitutes a valid and binding obligation of
the Trustee, enforceable against the Trustee in accordance with its terms, (v)
there has been no material mutual mistake of fact or misunderstanding or fraud,
duress or undue influence in connection with the negotiation, execution or
delivery of the Indenture, and (vi) there are and have been no agreements or
understandings among the parties, written or oral, and there is and has been no
usage of trade or course of prior dealing among the parties that would, in
either case, define, supplement or qualify the terms of the Indenture or the
Exchange Notes. This opinion letter is given, and all statements herein are
made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
applicable provisions of (i) the Delaware General Corporation Law, as amended,
and (ii) the law of the State of New York, (but not including any statutes,
ordinances, administrative decisions, rules or regulations of any political
subdivision of the State of New York). We express no opinion herein as to any
other laws, statutes, ordinances, rules, or regulations. As used herein, the
terms "Delaware General Corporation Law, as amended" and "the law of the State
of New York" include the statutory provisions contained therein, all applicable
provisions of the Delaware and New York Constitutions and reported judicial
decisions interpreting these laws. With respect to clause (ii) above, the
opinion expressed herein is based on a review of those laws that, in our
experience, are generally recognized as applicable to the transactions
contemplated in the Documents.
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News America Incorporated
The News Corporation Limited
August 18, 2003
Page 4
Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) the effectiveness of the Registration Statement,
(ii) due delivery to the Company of the Original Notes in exchange for the
Exchange Notes as specified in the Registration Rights Agreement, and (iii)
assuming due execution, authentication, issuance and delivery of the Exchange
Notes as provided in the Indenture, the Exchange Notes will constitute legal and
binding obligations of the Company.
In addition to the qualifications, exceptions and limitations
elsewhere set forth in this opinion letter, our opinion expressed above is also
subject to the effect of: (i) bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws affecting creditors' rights (including,
without limitation, the effect of statutory and other law regarding fraudulent
conveyances, fraudulent transfers and preferential transfers); and (ii) the
exercise of judicial discretion and the application of principles of equity
including, without limitation, requirements of good faith, fair dealing,
reasonableness, conscionability and materiality (regardless of whether the
applicable agreements are considered in a proceeding in equity or at law).
This opinion letter has been prepared for your use in
connection with the Registration Statement and speaks as of the date hereof. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as
Exhibit 5.2 to the Registration Statement and to the reference to this firm
under the caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
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