Young & Rubicam Inc. – ‘S-4/A’ on 8/29/00 – EX-8

On:  Tuesday, 8/29/00, at 3:39pm ET   ·   Accession #:  912057-0-39478   ·   File #:  333-43640

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of            99    562K 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 4: EX-4.10     Instrument Defining the Rights of Security Holders     2      9K 
 2: EX-4.7      Instrument Defining the Rights of Security Holders    19     65K 
 3: EX-4.8      Instrument Defining the Rights of Security Holders     8     32K 
 5: EX-5.1      Opinion re: Legality                                   4     25K 
 6: EX-5.2      Opinion re: Legality                                   4     22K 
 7: EX-5.3      Opinion re: Legality                                   3     15K 
 8: EX-8        Opinion re: Tax Matters                                2     13K 
 9: EX-12.1     Statement re: Computation of Ratios                    2±    12K 
10: EX-12.2     Statement re: Computation of Ratios                    4     23K 
11: EX-23.1     Consent of Experts or Counsel                          1      8K 
12: EX-23.2     Consent of Experts or Counsel                          1      7K 
13: EX-25       Statement re: Eligibility of Trustee                   5     23K 
14: EX-99       Letter of Consent                                      5     28K 

EX-8   —   Opinion re: Tax Matters

EX-8
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                                                                       Exhibit 8

 August 29, 2000

WPP Group plc                                                                   
27 Farm Street                                                                  
London, WIX 6RD                                                                 
England                                                                         

Ladies and Gentlemen:                                                           

    We are acting as your counsel in connection with the proposed amendments
to the indenture governing the 3% Convertible Subordinated Notes due 2005 (the  
"notes") of Young & Rubicam Inc., a Delaware corporation ("Y&R"), to be         
registered under the Securities Act of 1933 (the "1933 Act"). WPP Group plc, an 
English public limited company ("WPP"), will guarantee the notes and issue      
ordinary shares of nominal value 10p each of WPP upon conversion of the notes   
after completion of the Merger (defined below).                                 

     We are also acting as your counsel in connection with the proposed merger
(the "Merger") of York II Merger Corp. ("Merger Sub"), a newly-organized        
Delaware corporation and a wholly-owned direct subsidiary of York Merger Corp.  
("Merger Sub Holding"), a wholly-owned subsidiary of WPP, with and into Y&R,    
whereupon Y&R will be the surviving corporation and the separate existence of   
Merger Sub will cease. The Merger will be consummated pursuant to the Amended   
and Restated Agreement and Plan of Merger dated as of May 11, 2000 by and among 
Y&R, WPP, Merger Sub Holding and Merger Sub (the "Merger Agreement").           

     WPP has filed with the Securities and Exchange Commission, a registration
statement on Form F-4 (the "Form-F-4"), with respect to the guarantee by WPP    
(the "Guarantee") and the ordinary shares of nominal value 10p each of WPP      
issuable upon conversion of the notes after completion of the Merger. Y&R has   
filed a registration statement on Form S-4 (the "Form S-4," and together with   
the Form F-4, the "Registration Statements") with respect to the proposed       
reclassification of the notes. In addition, WPP has prepared, and we have       
reviewed, a joint consent solicitation and prospectus (the "Consent Solicitation
and Prospectus") which is contained in and made a part of the Registration      
Statements, and the Appendices thereto. The Consent Solicitation and Prospectus 
solicits the consent of the note holders to proposed amendments to the          

EX-8
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WPP Group plc                                                                   
August 29, 2000                                                                 
Page 2                                                                          

Y&R indenture governing the notes, dated as of January 20, 2000, to The Bank of 
New York, a New York banking corporation, (the "Indenture") and the related     
registration agreement. In rendering the opinion set forth below, we have relied
upon the facts stated in the Consent Solicitation and Prospectus, the Indenture 
and any supplements to the Indenture as of the date hereto, and upon such other 
documents as we have deemed appropriate and the representations of WPP, Merger  
Sub Holding, Merger Sub and Y&R set forth in the attached tax representation    
letters from WPP, Merger Sub Holding, Merger Sub and Y&R.                       

      We have assumed that all parties to the Merger Agreement and Indenture and
any supplements to the Indenture as of the date hereto have acted, and will act,
in accordance with the terms of such Merger Agreement and Indenture and any     
supplements to the Indenture as of the date hereto and that the Merger will be  
consummated at the effective time pursuant to the terms and conditions set forth
in the Merger Agreement without the waiver or modification of any such terms and
conditions.                                                                     

Based upon and subject to the foregoing, and to the qualifications, 
limitations, representations and assumptions contained in the portion of the    
Consent Solicitation and Prospectus captioned "Material Tax Consequences," the  
portion of the Consent Solicitation and Prospectus captioned "Material Tax      
Consequences," that describes certain of the United States Federal income tax   
consequences of an investment in the notes, the proposed amendments and the WPP 
guarantee and ownership of WPP ADSs and ordinary shares is accurate in all      
material respects. No opinion is expressed on any matters, including the United 
Kingdom tax consequences of owning WPP ADSs and ordinary shares, other than     
those specifically referred to herein.                                          

     This opinion is furnished to you for your use in connection with the Form
F-4 and may not be used for any other purpose without our prior express written 
consent. We hereby consent to the filing of this opinion as an exhibit to the   
Registration Statements. 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 
1933 Act.                                                                       

Very truly yours,   

                    Fried, Frank, Harris, Shriver & Jacobson

 By: /s/ Alan S. Kaden
                          --------------------------------------
 Alan S. Kaden

 -2-

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/29/00		1		2
		5/11/00		1					10-Q
		1/20/00		2
									List all Filings