EXHIBIT 5.3
[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 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") and The News Corporation Limited, an Australian
corporation ("News Corporation"), in connection with their 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 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 (the "Debentures") of News America Incorporated, a
Delaware corporation ("News America"), and the related joint and several,
irrevocable and unconditional guarantees of the Debentures by the U.S.
Guarantors (the "Debenture Guarantees"), 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.
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 2
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. An executed copy of the Registration Rights
Agreement, dated as of March 21, 2003, by and among
the News America Incorporated ("News America"), 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").
3. 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, News
America, as trust sponsor, and by the holders, from
time to time, of undivided beneficial interests in
the Trust (the "Declaration").
4. An executed copy of the Indenture, dated as of March
21, 2003, by and among News America, the Guarantors
(as listed therein), and the Bank of New York, as
trustee, including the form of the Debentures and the
form of Debenture Guarantee to be endorsed thereon
annexed as exhibits thereto, as amended and
supplemented by the First Supplemental Indenture,
dated as of June 27, 2003 (the "Supplemental
Indenture") (collectively, the "Indenture").
5. Executed copies of the global certificates
representing the BUCS.
6. An executed copy of the BUCS Guarantee.
7. Executed copies of the Debentures.
8. Executed copies of the Debenture Guarantees.
9. The Certificate of Incorporation of FEG Holdings, as
certified by the Secretary of State of Delaware on
March 7, 2003 and as certified by the Secretary of
FEG Holdings on the date hereof as being complete,
accurate and in effect.
10. The Bylaws of FEG Holdings, as certified by the
Secretary of Holdings on the date hereof as being
complete, accurate and in effect.
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 3
11. Certain resolutions of the Board of Directors of FEG
Holdings adopted by unanimous written consents dated
March 18 and June 24, 2003, each as certified by the
Secretary of FEG Holdings on the date hereof as being
complete, accurate and in effect, relating to, among
other things, authorization of the Indenture, the
Debenture Guarantee endorsed or to be endorsed by FEG
Holdings, the Registration Rights Agreement, the
Supplemental Indenture and arrangements in connection
therewith.
12. The Certificate of Incorporation of Fox
Entertainment, as certified by the Secretary of the
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.
13. The Bylaws of Fox Entertainment, as certified by the
Secretary of Fox Entertainment on the date hereof as
being complete, accurate, and in effect.
14. Certain resolutions of the Board of Directors of Fox
Entertainment adopted by unanimous written consent
dated March 18, 2003 and at a meeting of the Board of
Directors on June 24, 2003, and certain resolutions
of the Audit Committee of the Board of Directors of
Fox Entertainment adopted by unanimous written
consent dated March 18, 2003, in each case as
certified by an Assistant Secretary of Fox
Entertainment on the date hereof as being complete,
accurate and in effect, relating to, among other
things, authorization of the Indenture, the Debenture
Guarantee endorsed or to be endorsed by Fox
Entertainment, the Registration Rights Agreement, the
Supplemental Indenture and arrangements in connection
therewith.
15. The Certificate of Incorporation of FSI, as certified
by the Secretary of the 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.
16. The Bylaws of FSI, as certified by the Secretary of
FSI on the date hereof as being complete, accurate,
and in effect.
17. Certain resolutions of the Board of Directors of FSI
adopted by unanimous written consents dated March 18
and June 24, 2003,
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 4
each as certified by the Secretary of FSI on the date
hereof as being complete, accurate and in effect,
relating to, among other things, authorization of the
Indenture, the Debenture Guarantee endorsed or to be
endorsed by FSI, the Registration Rights Agreement,
the Supplemental Indenture and arrangements in
connection therewith.
18. The Certificate of Incorporation of NPAL, as
certified by the Secretary of the State of the State
of Delaware on March 7, 2003 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.
19. The Bylaws of NPAL, as certified by the Secretary of
NPAL on the date hereof as being complete, accurate,
and in effect.
20. Certain resolutions of the Board of Directors of NPAL
adopted by unanimous written consents dated March 18
and June 24, 2003, each as certified by the Secretary
of NPAL on the date hereof as being complete,
accurate and in effect, relating to, among other
things, authorization of the Indenture, the Debenture
Guarantee endorsed or to be endorsed by NPAL, the
Registration Rights Agreement, the Supplemental
Indenture and arrangements in connection therewith.
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 parties to the BUCS
Guarantee and the Indenture (other than the U.S. Guarantors) has all requisite
power and authority under all applicable laws, regulations and governing
documents to execute, deliver and perform its respective obligations under the
Debenture Guarantees, the BUCS Guarantee and the Indenture, as applicable (ii)
each of News Corporation and the parties to the BUCS Guarantee and the Indenture
(other than the U.S. Guarantors) has duly authorized, executed and delivered the
Debenture Guarantees, the BUCS Guarantee and the Indenture, as applicable (iii)
each of News Corporation and the parties to the BUCS Guarantee and the Indenture
(other than the U.S. Guarantors) is validly existing and in good standing in all
necessary jurisdictions, (iv) each of the
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 5
BUCS Guarantee and the Indenture constitutes a valid and binding obligation,
enforceable against all parties thereto (other than the U.S. Guarantors and News
Corporation, as applicable) in accordance with its terms, (v) the Declaration
constitutes a valid and binding obligation, enforceable against all parties
thereto in accordance with its terms, (vi) 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 Debenture
Guarantees, the BUCS Guarantee, the Indenture or the Declaration and (vii) 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 Debenture Guarantees, the BUCS Guarantee, the Indenture or the
Declaration.
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
opinions expressed herein are 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 Debenture Guarantees constitute valid and binding
obligations of the U.S. Guarantors and News Corporation and the BUCS Guarantee
constitutes a valid and binding obligation of News Corporation.
In addition to the qualifications, exceptions and limitations
elsewhere set forth in this opinion letter, our opinions 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 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).
News America Incorporated
The News Corporation Limited
August 18, 2003
Page 6
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 5.3 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.