Registration Statement of a Foreign Private Issuer for Securities Offered Pursuant to a Transaction — Form F-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-3 Voadafone Group Plc F-3 HTML 428K
2: EX-1.1 Underwriting Agreement 45 158K
3: EX-1.4 Underwriting Agreement 41 157K
4: EX-4.5 Instrument Defining the Rights of Security Holders 83 324K
5: EX-5.1 Opinion re: Legality 4 16K
6: EX-5.2 Opinion re: Legality 5 13K
7: EX-8.2 Opinion re: Tax Matters 2 8K
8: EX-12 Statement re: Computation of Ratios 2± 16K
9: EX-15 Letter re: Unaudited Interim Financial Information 1 8K
10: EX-23.1 Consent of Experts or Counsel 1 7K
11: EX-25 Statement re: Eligibility of Trustee 5 21K
EX-5.2 — Opinion re: Legality
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EXHIBIT 5.2
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN, England
December 5, 2003
Vodafone Group Plc,
Vodafone House,
The Connection,
Newbury, Berkshire RG14 2FN,
England.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the "Act")
of (i) debt securities ("Debt Securities"), (ii) debt warrants ("Debt Warrants",
and collectively with the Debt Securities, the "Securities"), (iii) equity
warrants, (iv) preference shares and (v) ordinary shares of Vodafone Group Plc,
a public limited company organized under the laws of England and Wales (the
"Company"), with an aggregate initial public offering price of up to
$700,000,000 (or the equivalent thereof in another currency or composite
currency), we, as your United States counsel, have examined such corporate
records, certificates and other documents, and such questions of law, as we
have considered necessary or appropriate for the purposes of this opinion.
Vodafone Group Plc -2-
Upon the basis of such examination, we advise you that, in our opinion:
(1) With respect to the Debt Securities, when the Registration
Statement has become effective under the Act, the terms of the Debt
Securities and of their issuance and sale have been duly established in
conformity with the Indenture relating to the Debt Securities so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, and the Debt Securities have been
duly executed and authenticated in accordance with the Indenture and issued
and sold as contemplated in the Registration Statement, the Debt Securities
will constitute valid and legally binding obligations of the Company,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
(2) With respect to the Debt Warrants, when the Registration Statement
has become effective under the Act, the debt warrant agreements relating to
the Debt Warrants have been duly authorized, executed and delivered, the
terms of the Debt Warrants and of their issuance and sale have been duly
established in
Vodafone Group Plc -3-
conformity with the applicable debt warrant agreements so as not to violate
any applicable law or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Debt Warrants have been duly
executed and authenticated in accordance with the applicable debt warrant
agreements and issued and sold as contemplated in the Registration
Statement, the Debt Warrants will constitute valid and legally binding
obligations of the Company, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
We note that, as of the date of this opinion, a judgment for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such
Vodafone Group Plc -4-
Security would be required under Section 27 of the New York Judiciary Law to
render such judgment in the foreign currency in which the Security is
denominated, and such judgment would be converted into United States dollars at
the exchange rate prevailing on the date of entry of the judgment.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of New York, and we are expressing no opinion as to
the effect of the laws of any other jurisdiction. With respect to all matters of
English law, we have, with your approval, relied upon the opinion, dated the
date hereof, of Linklaters, your English counsel, which is also filed as an
exhibit to the Registration Statement.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible, and we have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee thereunder and that the signatures on all
documents examined by us are genuine, assumptions that we have not independently
verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of Securities" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Vodafone Group Plc -5-
Very truly yours,
/s/ SULLIVAN & CROMWELL LLP
Dates Referenced Herein and Documents Incorporated by Reference
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