EXHIBIT D-2 - FORM OF
OPINION OF IN-HOUSE COUNSEL OF THE COMPANY
To each of the Lenders parties
to the Credit Agreement (as defined below),
among The Interpublic Group of Companies, Inc.,
said Lenders and Citibank, N.A.,
as Agent for said Lenders, and
to Citibank, N.A., as Agent
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 3.01(d)(iv) of the Credit Agreement dated as of July 18, 2008, as amended and restated as of April 23, 2010, as further amended and restated as of May 31, 2011, as amended as of November 6, 2012, as further amended and restated as of December 12, 2013, as further amended and restated as of October 20, 2015, and as further amended and restated as of October 25, 2017 (the “Credit Agreement”), among The Interpublic Group of Companies, Inc. (the “Company”), the Lenders parties thereto and Citibank, N.A., as Agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined.
I have acted as General Counsel for the Company in connection with the preparation, execution and delivery of the Credit Agreement.
In arriving at the opinions expressed below, I have examined the following documents:
(1) An executed copy of the Credit Agreement.
(2) The documents furnished by the Company pursuant to Article III of the Credit Agreement.
(3) A copy of the Restated Certificate of Incorporation of the Company and all amendments thereto (the “Charter”).
(4) A copy of the by‑laws of the Company and all amendments thereto (the “By‑laws”).
(5) A certificate of the Secretary of State of Delaware, dated __________, 2013, attesting to the continued corporate existence and good standing of the Company in that State.
In addition, I have examined the originals, or copies certified or otherwise identified to my satisfaction, of such other corporate records of the Company, certificates of public officials and of officers of the Company and such other persons as I have deemed necessary as a basis for the opinions expressed below.
In rendering the opinions expressed below, I have assumed the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. In addition, I have assumed and have not verified the accuracy as to factual matters of each document I have reviewed (including, without limitation, the accuracy of the representations and warranties of the Company in the Credit Agreement).