EXHIBIT 5.5
[Letterhead of Morris, Nichols, Arsht & Tunnell]
August 18, 2003
News Corporation Finance Trust II
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York 10036
Re: News Corporation Finance Trust II
---------------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel to News Corporation
Finance Trust II, a Delaware statutory trust (the "Trust"), and News America
Incorporated, a Delaware corporation ("News America"), in connection with
certain matters of Delaware law relating to the Registration Statement (and the
prospectus forming a part thereof) on Form F-3/S-3 filed with the Securities and
Exchange Commission (the "Commission") by, among others, News America and the
Trust on July 3, 2003 (the "Registration Statement") relating to the
registration with the Commission of the Exchangeable Preferred Securities of the
Trust. The Exchangeable Preferred Securities have been issued pursuant to (i)
the Purchase Agreement dated as of March 18, 2003 among the Initial Purchasers
(as defined therein), the Trust, News America and the Guarantors (as defined
therein) and (ii) the Amended and Restated Declaration of Trust of the Trust
dated as of March 21, 2003 (the "Governing Instrument"). Capitalized terms used
herein and not otherwise herein defined are used as defined in the Governing
Instrument.
In rendering this opinion, we have examined and relied upon
copies of the following documents in the forms provided to us: the Certificate
of Trust of the Trust as filed in the Office of the Secretary of State of the
State of Delaware (the "State Office") on March 18, 2003 (the "Trust
Certificate"); the Declaration of Trust of the Trust dated as of March 18, 2003
(the "Original Governing Instrument"); the Governing Instrument; the Purchase
Agreement; the Trust's Offering Memorandum dated March 18, 2003, as supplemented
by the Offering Memorandum Supplement dated March 20, 2003 (as amended, the
"Offering Memorandum"); and the Registration Statement. In such examinations, we
have assumed the genuineness of all signatures, the conformity to original
documents of all documents submitted to us as drafts or copies or forms of
documents to be executed and the legal capacity of natural persons to
News Corporation Finance Trust II
August 18, 2003
Page 2
complete the execution of documents. We have further assumed for purposes of
this opinion: (i) the due formation or organization, valid existence and good
standing of each entity that is a party to any of the documents reviewed by us
under the laws of the jurisdiction of its respective formation or organization;
(ii) the due authorization, execution and delivery by, or on behalf of, each of
the parties thereto of the above-referenced documents (including, without
limitation, the due authorization, execution and delivery of the Governing
Instrument and the Purchase Agreement by the parties thereto prior to the first
issuance of the Exchangeable Preferred Securities); (iii) that the required
consideration for the Exchangeable Preferred Securities has been paid in
accordance with the terms and conditions of the Governing Instrument, the
Purchase Agreement and the Offering Memorandum and that the Exchangeable
Preferred Securities have otherwise been issued and sold to, and held or
transferred by, the Exchangeable Preferred Securities Holders (and any
subsequent transferee), and all transfers have been made, in accordance with the
terms, conditions, requirements and procedures set forth in the Governing
Instrument, the Purchase Agreement and the Offering Memorandum; (iv) that none
of the Exchangeable Preferred Securities has been called for redemption,
redeemed, converted, exchanged or canceled (except in connection with a
permitted transfer) and all of the Exchangeable Preferred Securities remain
outstanding; (v) that no event has occurred subsequent to the filing of the
Trust Certificate and the issuance of all Exchangeable Preferred Securities that
would cause a dissolution or liquidation of the Trust under the Original
Governing Instrument or the Governing Instrument, as applicable; (vi) that the
activities of the Trust have been and will be conducted in accordance with the
Original Governing Instrument or the Governing Instrument, as applicable, and
the Delaware Statutory Trust Act, 12 Del. C. ss.ss. 3801 et seq.; and (vii) that
---- -- -- ----
the documents examined by us express the entire understanding of the parties
thereto with respect to the subject matter thereof and have not been amended,
supplemented or otherwise modified, except as herein referenced. We have not
reviewed any documents other than those identified above in connection with this
opinion, and we have assumed there are no other documents contrary to or
inconsistent with the opinion expressed herein. No opinion is expressed with
respect to the requirements of, or compliance with, federal or state securities
or blue sky laws. We express no opinion as to, and assume no responsibility for,
the Registration Statement or any other offering materials relating to the
Exchangeable Preferred Securities. As to any fact material to our opinion, other
than those assumed, we have relied without independent investigation on the
above-referenced documents and on the accuracy, as of the date hereof, of the
matters therein contained.
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that the Exchangeable
Preferred Securities constitute validly issued and, subject to the terms of the
Governing Instrument, fully paid and non-assessable beneficial interests in the
assets of the Trust.
We hereby consent to the filing of this opinion as an exhibit
to a pre-effective amendment to the Registration Statement and to the use of our
name and reference to our opinion under the heading "LEGAL MATTERS" in the
prospectus forming a part thereof. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is
News Corporation Finance Trust II
August 18, 2003
Page 3
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. This
opinion speaks only as of the date hereof and is based on our understandings and
assumptions as to present facts, and on our review of the above-referenced
documents and the application of Delaware law as the same exist as of the date
hereof, and we undertake no obligation to update or supplement this opinion
after the date hereof for the benefit of any person or entity with respect to
any facts or circumstances that may hereafter come to our attention or any
changes in facts or law that may hereafter occur or take effect.
Very truly yours,
/s/ MORRIS, NICHOLS, ARSHT & TUNNELL
------------------------------------
MORRIS, NICHOLS, ARSHT & TUNNELL