EXHIBIT 5.2
[Letterhead of Hogan & Hartson L.L.P]
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-3/S-3 (SEC File No. 333-106837)
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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-3/S-3, as amended (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, to register up to US$1,655,000,000 aggregate original liquidation
preference of 0.75% Senior Exchangeable BUCS (the "BUCS") of News Corporation
Finance Trust II (the "Trust"), a guarantee of the BUCS by The News Corporation
Limited ("News Corporation") as set forth in the Preferred Securities Guarantee
Agreement, dated as of March 21, 2003, by and among News Corporation and The
Bank of New York, as trustee (the "BUCS Guarantee"), US$1,655,000,000 aggregate
principal amount of 0.75% Senior Exchangeable Debentures of the Company (the
"Debentures"), and the related joint and several, irrevocable and unconditional
guarantees of the Debentures by certain guarantors, 299,479,756 Ordinary Shares
of British Sky Broadcasting Group plc, and 528,542,915 Preferred Limited Voting
Ordinary Shares of News Corporation. 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. The Certificate of Incorporation of the Company, as
certified by the Secretary of the 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.
3. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate, and in effect.
4. An executed copy of the Registration Rights
Agreement, dated as of March 21, 2003, by and among
the Company, the Trust, 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").
5. An executed copy of the Amended and Restated
Declaration of Trust of the Trust, dated as of March
21, 2003, among the trustees party thereto, the
Company, as trust sponsor, and by the holders, from
time to time, of undivided beneficial interests in
the Trust (the "Declaration").
6. An executed copy of the Indenture, dated as of March
21, 2003, by and among the Company, the Guarantors
(as listed therein) and the Bank of New York (the
"Trustee"), including the form of the Debentures and
the form of guarantee of the Guarantors to be
endorsed thereon annexed as exhibits thereto, as
amended and supplemented by the First Supplemental
Indenture, dated as of June 27, 2003 (collectively,
the "Indenture").
7. Certain resolutions of the Executive Committee of the
Board of Directors of the Company adopted by
unanimous written consents dated March 18 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, among other
things, creation of the Trust, authorization of the
Declaration, the Indenture, the BUCS, the Debentures,
the Registration Rights Agreement, the First
Supplemental Indenture, filing by the Company of the
Registration Statement and arrangements in connection
therewith.
8. Executed copies of the global certificates
representing the BUCS.
9. An executed copy of the BUCS Guarantee.
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 3
10. Executed copies of the Debentures.
In our examination of the Documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all of the Documents, the authenticity of all
originals of the Documents, and the conformity to authentic original documents
of all of the 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 validly existing and in good standing in all necessary jurisdictions,
(iv) the Indenture constitutes a valid and binding obligation, 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 or
the Debentures, 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 Debentures.
This opinion letter is based as to matters of law solely on
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 the Debentures constitute valid 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 are 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
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 4
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. We assume no obligation to advise
you of any changes in the foregoing subsequent to the effective date of the
Registration Statement.
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.