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Title:

Opinion Letter

Entities:

Jones Lang LaSalle Americas, Inc.; Jones Lang LaSalle Finance BV; Jones Lang LaSalle Ltd.; Bank of New York; Skadden, Arps, Slate, Meagher & Flom LLP

Date:

2000

Size:

Preview shows 3KB of 13KB total

Price:

$36

ID:

#263251

 

 

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         [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]



1 December 2000





Jones Lang LaSalle Finance B.V.
Strawinskylaan 3103
1077 ZX Amsterdam
The Netherlands


Dear Sirs,

JONES LANG LASALLE LIMITED: GUARANTEE OF [EURO]165,000,000 SENIOR NOTES ISSUED
BY JONES LANG LASALLE FINANCE B.V. DUE 2007

1. We have acted as English legal advisers for Jones Lang LaSalle
Limited (the "Company"), a private company with limited liability
incorporated under the laws of England and Wales, in connection
with the Exchange Offer by Jones Lang LaSalle Finance B.V. (the
"Issuer") of up to [EURO]165,000,000 aggregate principal amount of its
new 9% senior notes due 2007 (the "New Notes") for a like amount of
its old 9% senior notes (the "Old Notes") due 2007. The Old Notes
were, and the New Notes will be, issued under an indenture dated 26
July 2000 (the "Indenture") between, among others, the Issuer, The
Bank of New York (as trustee) and the Company as a co-guarantor of
the obligations of the Issuer under the Old Notes and the New
Notes. The Company's guarantee of such obligations of the Issuer
under the New Notes is hereinafter referred to as the "Guarantee".

2. This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").

3. For the purposes of this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of
the following documents (the "Documents"):

a. the Indenture;

b. the Registration Statement on Forms F-4 and S-4 (File Nos. 333-
48074 and 333-48074-01 through -07) as filed with the Securities
and Exchange Commission (the "Commission") on 17 October 2000
and any amendments thereto; and

c. such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth below,

and have relied upon the statements as to factual matters contained
in or made pursuant to each of the Documents.

4. This opinion is limited to English law as currently applied by the
English courts and is given on the basis that it will be governed
by and construed in accordance with English law in effect as at the
date of this opinion.

 

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