EXHIBIT 5.1
[Letterhead of Allens Arthur Robinson]
19 August 2003
The News Corporation Limited
1211 Avenue of the Americas
New York New York 10036
USA
Dear Sirs
The News Corporation Limited - Registration Statement (Registration Number
333-106837) on Form F-3/S-3
US$1,655,000,000 0.75% Senior Exchangeable BUCS
We have acted as special Australian counsel to NewsCorp in connection with
certain matters relating to the Registration Statement.
1. Interpretation
In this letter, unless the context otherwise requires, the following
terms shall have the following meanings:
Debentures means the 0.75% Senior Exchangeable debentures due 15 March
2023 of NAI constituted under the Indenture.
Declaration means the Declaration of Trust dated as at 18 March 2003
constituting the Trust and as amended and restated by the Declaration
of Trust dated on or around 21 March 2003 among News America, as
sponsor, the property trustee, the Delaware trustee and the
administrative trustees.
Exchange Preferred Shares means the Preferred Ordinary Shares
represented by NewsCorp's Preferred ADSs which may be allotted and
issued by NewsCorp, at its election, on redemption of the BUCS or
Debentures.
Exchange Securities or BUCS means US$1,655,000,000 0.75% Senior
Exchangeable BUCS.
Guarantees means:
(a) the unconditional limited guarantees as to distributions and
other amounts due on the Exchange Securities set forth in the
Preferred Securities Guarantee Agreement; and
(b) the unconditional guarantee as to the payment of principal,
interest and other amounts due on the Debentures set forth in
the Indenture and annexed to the Debentures.
Indenture means the indenture dated as of 21 March 2003 between NAI,
NewsCorp and other guarantors as guarantors and the Indenture Trustee.
NAI means News America Incorporated, a Delaware Corporation.
The News Corporation Limited Allens Arthur Robinson
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NewsCorp means The News Corporation Limited (ACN 007 910 330).
Preferred ADSs means preferred american depositary shares, each
representing four Preferred Ordinary Shares.
Preferred Ordinary Shares means the limited voting preferred ordinary
shares in the capital of NewsCorp.
Preferred Securities Guarantee Agreement means the Preferred Securities
Guarantee Agreement dated as of 21 March 2003 made by NewsCorp, as
guarantor, to the Bank of New York, as trustee, for the benefit of the
holders of the Exchange Securities.
Purchase Agreement means the Purchase Agreement dated as of 18 March
2003 among News America, NewsCorp and the other guarantors named
therein and the initial purchasers.
Registration Rights Agreement means the Registration Rights Agreement
dated as of 21 March 2003 among NAI, NewsCorp, all other guarantors
named therein and the initial purchasers.
Registration Statement means the registration statement on Form F-3/S-3
with respect to the Exchange Securities and related securities
(Registration No. 333-106837) to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
Relevant Jurisdictions means the State of South Australia and the
Commonwealth of Australia.
Resolutions means the resolutions of NewsCorp which, amongst other
things, approve the Guarantees.
Transaction Documents means the Purchase Agreement, the Indenture, the
Declaration, the Preferred Securities Guarantee Agreement, the
Guarantees annexed to the Debentures and the Registration Rights
Agreement.
Trust means the News Corporation Finance Trust II, a Delaware statutory
business trust constituted under the Declaration.
2. Documents
In rendering our opinion, we have examined and relied on the following
documents:
(a) a certified copy of the certificate of incorporation of
NewsCorp, certified as at August 11, 2003;
(b) a certified copy of the constitution of NewsCorp, certified as
at August 11, 2003;
(c) an executed copy of the Purchase Agreement dated as of
March 18, 2003;
(d) an executed copy of the Indenture dated as of March 21, 2003;
(e) an executed copy of the Registration Rights Agreement dated as
of March 21, 2003;
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(f) an executed copy of the Declaration dated as of March 21,
2003;
(g) an executed copy of the Preferred Securities Guarantee
Agreement dated as of March 21, 2003;
(h) a final copy of the terms of the BUCS (and executed copies
from March 21, 2003 and March 25, 2003);
(i) a final copy of the terms of the Debentures (and executed
copies from March 21, 2003 and March 25, 2003);
(j) a copy of the Registration Statement, as filed with the
Securities and Exchange Commission on 3 July 2003;
(k) a faxed copy of the executed power of attorney under the
common seal of NewsCorp, in each case authorising the
execution of the Transaction Documents on behalf of NewsCorp;
and
(l) minutes of the meeting of NewsCorp at which the Resolutions
were passed, dated 20 March 2003.
3. Assumptions
For the purposes of this opinion, we have assumed the following:
(a) That insofar as any obligation under the Transaction Documents
is to be performed in any jurisdiction other than a Relevant
Jurisdiction, its performance will not be illegal or
ineffective by virtue of the law of that jurisdiction.
(b) That the Transaction Documents will be:
(i) valid, binding and enforceable in accordance with its
terms under the laws of the State of New York, the
State of Delaware and the federal laws of the United
States of America by each of the parties thereto;
(ii) not in breach of the laws of the State of New York,
the State of Delaware or the federal laws of the
United States of America or any Relevant
Jurisdiction.
(c) That:
(i) the meetings of the board of NewsCorp were each
properly convened;
(ii) that all directors who attended and voted were
entitled to do so;
(iii) the Resolutions were properly passed; and
(iv) the directors have performed their duties properly
and all provisions relating to the declaration of
directors' interests or the power of interested
directors to vote were duly observed.
(d) That the Transaction Documents or the transactions
contemplated by them will not be void, voidable or illegal
under the laws, or otherwise in contravention of public
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policy, of the State of New York or the federal laws of the
United States of America and will not be issued or contain
terms which contravene or are in conflict with any document or
obligation which binds NewsCorp or its assets.
(e) That the authorisations contained in the Resolutions have not
been and will not be varied or revoked after the date hereof
and will continue in full force and effect.
(f) That NewsCorp was, at the time of execution of the Transaction
Documents and of the granting of the Guarantees, and will be,
at the time of the allotment of the Exchange Preferred Shares,
able to pay its debts as they fall due.
(g) That the Trust will not acquire the Exchange Preferred Shares
and further that the common securities in the Trust cannot be
exchanged for Debentures.
(h) That no legal or beneficial owner of the Exchange Securities
or any securities in connection with the Exchange Securities
is a related body corporate of NewsCorp.
(i) That NewsCorp will receive adequate consideration for the
allotment of Exchange Preferred Shares upon exchange of the
Debentures for Preferred ADSs in the event that such exchange
is made.
(j) That the issue of the Exchange Securities in the manner
described in the Registration Statement, the execution of the
Guarantees in connection therewith and the transactions
contemplated by those documents have materially benefited
NewsCorp and have been entered into in good faith for the
purposes of the businesses of NewsCorp.
4. Qualifications
Our opinion is subject to the following qualifications.
(a) We express no opinion as to any laws other than the laws of
each Relevant Jurisdiction as in force at the date of this
opinion.
(b) Our opinion that an obligation or document is enforceable
means that the obligation or document is of a type and form
which courts in the Relevant Jurisdictions enforce. However:
(i) equitable remedies, such as injunction and specific
performance, are discretionary; and
(ii) the enforceability of an obligation, document or
security interest may be affected by statues of
limitation, by estoppel and similar principles and by
laws concerning insolvency, bankruptcy, liquidation,
enforcement of security interests or reorganisation
or other laws generally affecting creditors' rights
or duties.
(c) We have relied upon searches of public records on file at the
offices of the Australian Securities and Investments
Commission on 14 August 2003 (and we note that records
disclosed by such searches may not be complete or up to date).
(d) The courts of a Relevant Jurisdiction will not give effect to
the choice of the law of the State of New York or the State of
Delaware of the federal laws of the United States of America
(the Subject Law) in the Transaction Documents if the choice
of
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such law was not made in good faith, nor will such courts give
effect to that choice of law to the extent that:
(i) any term of the Transaction Documents, or any
provision of the Subject Law is contrary to the
public policy of the Relevant Jurisdiction;
(ii) the availability or enforceability of certain
remedies may be governed or affected by the
procedural laws of the Relevant Jurisdiction in the
courts of a Relevant Jurisdiction;
(iii) the Subject Law will be regarded as a matter of fact
in proceedings before courts of a Relevant
Jurisdiction to be pleaded and proved to the
satisfaction of those courts and to the extent not so
pleaded and proved the courts of a Relevant
Jurisdiction will regard the laws under their
jurisdiction and the Subject Law as the same;
(iv) the courts of a Relevant Jurisdiction would apply the
laws of that jurisdiction with respect to:
(A) matters bearing upon the power and authority
of NewsCorp to enter into, and perform the
applicable obligations under, the applicable
Transaction Documents; and
(B) compliance with all requirements of
governmental approvals, authorisations and
consents under the laws, decrees and
administrative regulations of the Relevant
Jurisdictions.
(e) A clause providing for the severability of any provision in
the Transaction Documents may not be enforceable in accordance
with its terms as a court of a Relevant Jurisdiction may
reserve to itself a decision as to whether any provision is
severable.
(f) Where a party to any Transaction Document is vested with
discretion or may determine a matter in its opinion, the law
of a Relevant Jurisdiction may require that such discretion is
exercised reasonably or that such opinion is based upon
reasonable grounds.
(g) We express no opinion as to the enforceability or validity of
any term of any indenture or any guarantee not fully described
in the Registration Statement or any guarantee not fully
described in the Registration Statement or any obligation of
NewsCorp in respect of such term.
(h) We express no opinion on any matter relating to the Guarantees
or the Transaction Document other than as is expressly set out
in paragraph 5 below.
(k) To the extent that our opinion relates to compliance with
laws, regulations or orders, rules or decrees of governmental
agencies or authorities, that opinion is subject to the
specific statements made in the section of the Registration
Statement entitled "Exchange Controls and Other Limitations".
(l) The words "non-assessable", when used to describe the
liability of a person as the registered holder of shares, has
no clear meaning under the laws of the Relevant Jurisdictions.
We have taken those words to mean that no calls or other
demand
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for payment can be validly made on the Preferred Shares by
NewsCorp and that the shareholder cannot be made liable for
the acts or omissions of NewsCorp by reason only of being a
registered shareholder in NewsCorp and, for the purposes of
this opinion, that is the meaning those words bear.
(m) We have relied on the assumptions specified in s129 of the
Corporations Act.
(n) The obligation of a party under a Transaction Document to pay
interest on overdue amounts at a rate higher than the rate
applying before the amount fell due may be held to constitute
a penalty and be unenforceable.
(o) The courts in Australia might not give full effect to an
indemnity for legal costs or for penalties on taxes.
(p) We express no opinion as to the provisions of the Indenture
concerning the ranking or the indebtedness created thereby.
(q) We express no opinion as to whether the Guarantees violate the
Corporations Act, or would be enforceable against NewsCorp,
insofar as it guarantees the obligation of the Trust to make
actual delivery of Preferred ADSs representing the Exchange
Preferred Shares on exchange of the Debentures and Exchange
Securities, rather than the obligation in the alternative to
pay an amount equal to the value of such Preferred ADSs.
(r) An Australian Court may not give effect to the exclusion of
its jurisdiction in the Indenture, as contrary to public
policy.
5. Opinion
Based upon and subject to the assumptions and subject to the
qualifications and other matters set out above, we are of the opinion
that:
(a) NewsCorp is duly incorporated under the laws of the Relevant
Jurisdictions.
(b) NewsCorp is not in liquidation.
(c) Any Guarantee to which NewsCorp is a party, to the extent that
it constitutes a valid and legally binding obligation of
NewsCorp according to the applicable laws of the State of New
York and the federal laws of the United States, shall
constitute a valid and binding obligation of NewsCorp
enforceable against NewsCorp in accordance with its respective
terms.
(d) The Exchange Preferred Securities have been duly authorised by
NewsCorp and, when issued in accordance with the Transaction
Documents and when the consideration to be paid or provided
thereunder has been received by NewsCorp, the Exchange
Preferred Securities will be validly issued, fully paid and
non-assessable.
(e) NewsCorp is not entitled to claim for itself or any of its
assets or revenues under the laws of any of the Relevant
Jurisdictions any general right of immunity or exemption on
the grounds of sovereignty or otherwise from suit, execution,
attachment or other legal process in respect of its
obligations as guarantor under
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the Indenture or the Guarantees of the type described in the
Registration Statement to which it is party.
6. Consent
In accordance with the requirements of Item 601(b)(23) of Regulation
S-K under the Securities Act, we hereby consent to the use of our name
in the Registration Statement and to the filing of this opinion as an
Exhibit 5 to the Registration Statement.
This opinion is not to be quoted or referred to in any public document
other than the Registration Statement, or filed with any other
governmental agency (other than the United States Securities and
Exchange Commission) or other person without our consent.
In giving our consent, we do not admit that we come within the category
of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission thereunder.
Yours faithfully
/s/ Allens Arthur Robinson
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Allens Arthur Robinson
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