Exhibit 5.3
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)
------------------------------------------------------------
Ladies and Gentlemen:
We are acting as United States counsel to FEG Holdings, Inc.,
a Delaware corporation ("FEG Holdings"), Fox Entertainment Group, Inc., a
Delaware corporation ("Fox Entertainment"), News America Marketing FSI, Inc., a
Delaware corporation ("FSI"), and News Publishing Australia Limited, a Delaware
corporation ("NPAL," and together with FEG Holdings, Fox Entertainment and FSI,
the "U.S. Guarantors"), in connection with the 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 by News America Incorporated ("NAI") of up to
US$150,000,000 aggregate principal amount of NAI's 4.750% Senior Notes due 2010
and up to US$350,000,000 aggregate principal amount of NAI's 6.550% Senior Notes
due 2033 (the "Exchange Notes") in exchange for like amounts of NAI'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
(the "Guarantees") by the U.S. 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.
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 2
2. An executed copy of the Registration Rights
Agreement, dated as of March 4, 2003, by and among
NAI, 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").
3. Executed copies of the certificates representing the
Original Notes.
4. Form of Exchange Notes and the related joint and
several, irrevocable and unconditional guarantees of
the Exchange Notes.
5. 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 NAI,
The News Corporation Limited ("News Corporation"),
the subsidiary guarantors named therein and The Bank
of New York, as trustee (the "Trustee").
6. The Certificate of Incorporation of FEG Holdings, as
certified by the Secretary of State of the State of
Delaware on March 7, 2003 and by the Secretary of FEG
Holdings on the date hereof as being complete,
accurate, and in effect.
7. The Bylaws of FEG Holdings, as certified by the
Secretary of FEG Holdings on the date hereof as being
complete, accurate, and in effect.
8. Resolutions of the Board of Directors of FEG Holdings
adopted by unanimous written consents dated March 4,
2003 and June 24, 2003, as certified by the Secretary
of FEG Holdings on the date hereof as being complete,
accurate, and in effect, relating to, among other
things, the guarantee of the Original Notes, the
registration of the Exchange Notes in connection with
the exchange offer pursuant to the terms of the
Registration
2
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 3
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.
9. The Certificate of Incorporation of Fox
Entertainment, as certified by the Secretary of State
of the State of Delaware on March 7, 2003 and by the
Secretary of Fox Entertainment on the date hereof as
being complete, accurate, and in effect.
10. The Bylaws of Fox Entertainment, as certified by the
Secretary of Fox Entertainment on the date hereof as
being complete, accurate, and in effect.
11. Resolutions of the Board of Directors and the Audit
Committee of the Board of Directors of Fox
Entertainment adopted by unanimous written consent
dated March 4, 2003 and at a meeting of the Board of
Directors on June 24, 2003, each as certified by the
Secretary of Fox Entertainment on the date hereof as
being complete, accurate, and in effect, relating to,
among other things, the guarantee of the Original
Notes, 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.
12. The Certificate of Incorporation of FSI, as certified
by the Secretary of State of the State of Delaware on
March 7, 2003 and by the Secretary of FSI on the date
hereof as being complete, accurate, and in effect.
13. The Bylaws of FSI, as certified by the Secretary of
FSI on the date hereof as being complete, accurate,
and in effect.
14. Resolutions of the Board of Directors of FSI adopted
by unanimous written consents dated March 4, 2003 and
June 24, 2003, as certified by the Secretary of FSI
on the date hereof as being complete, accurate, and
in effect, relating to, among other things, the
guarantee of the Original Notes, the registration of
the Exchange Notes in connection with the exchange
offer
3
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 4
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.
15. The Certificate of Incorporation of NPAL, as
certified by the Secretary of the State of the State
of Delaware on March 7, 2003 as being complete,
accurate and in effect, and the Certificate of
Amendment thereto, as certified by the Secretary of
State of the State of Delaware on July 14, 2003 as
being complete, accurate and in effect; and the
Certificate of Incorporation of NPAL, as amended, as
certified by the Secretary of NPAL on the date hereof
as being complete, accurate, and in effect.
16. The Bylaws of NPAL, as certified by the Secretary of
NPAL on the date hereof as being complete, accurate,
and in effect.
17. Resolutions of the Board of Directors of NPAL adopted
by unanimous written consents dated March 4, 2003 and
June 24, 2003, as certified by the Secretary of NPAL
on the date hereof as being complete, accurate, and
in effect, relating to, among other things, the
guarantee of the Original Notes, 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.
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 and
the Guarantees, as applicable, (ii) each of News Corporation and the Trustee has
duly authorized, executed and delivered the Indenture and the Guarantees, as
applicable, (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
4
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 5
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 Guarantees. 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.
Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) effectiveness of the Registration Statement, (ii)
due delivery to NAI 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, and due execution, authentication, issuance and
delivery of the Guarantees to be endorsed on the Exchange Notes as provided in
the Indenture, the Guarantees will constitute legal and binding obligations of
each of the U.S. Guarantors and News Corporation.
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: (1) 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
5
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 6
preferential transfers); and (2) 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 5.3 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.
6