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Mourant Ozannes (Jersey) LLP
22 Grenville Street
St Helier
Jersey JE4 8PX
Channel Islands
T +44 1534 676 000
F +44 1534 676 333
|
To each Addressee listed in the Schedule to this opinion
(each an Addressee)
19 March 2026
Our ref: 8074133/254616748/6
Dear Sirs
WPP plc (the Parent Guarantor) - guarantee
of debt securities to be issued by each of WPP Finance 2020 and WPP 2025 LLC (each an Issuer)
We act as the Jersey legal counsel to the Parent
Guarantor.
We understand that pursuant to the Base Indenture
(as defined below), each Issuer may, from time to time, issue debt securities (Securities) under the US Securities Act of 1933,
as amended (the Securities Act), in one or more series (each, a Series) by executing a supplemental indenture (each, a Supplemental
Indenture) which constitutes, and sets out the specific terms of, the Securities of the relevant Series.
We also understand that the Securities of each
Series will be:
| (a) | guaranteed by the Parent Guarantor, WPP Jubilee
Limited and WPP 2005 Limited (together, the Guarantors), pursuant to a guarantee (the
Guarantee) for the Securities of that Series contained in Article 13 (Guarantee
of Securities) of the Base Indenture; |
| (b) | registered under the Securities Act and will be offered to US investors pursuant to the Base Prospectus
(as defined below) and a prospectus supplement (each, a Prospectus Supplement) for the Securities of that Series; and |
| (c) | represented by a global security in registered form (each, a Global Security) for the Securities
of that Series to be issued by the relevant Issuer in the form set out in Article 2 (Security Forms) of the Base Indenture. |
We have been asked by the Parent Guarantor
to give this opinion in connection with the registration of Securities under the Securities Act.
Mourant Ozannes (Jersey) LLP is registered as a limited liability partnership in Jersey with registered
number LLP112
| BVI | CAYMAN ISLANDS | GUERNSEY | HONG KONG | JERSEY | LONDON | | mourant.com |
| 1.1 | For the purposes of this opinion, we have examined a copy of each of the following documents: |
| (a) | an indenture (the Base Indenture) to be entered into between each Issuer, the Guarantors,
Wilmington Trust, National Association as trustee (in such capacity, the Trustee) and Citibank, N.A., as registrar and paying agent; |
| (b) | a registration statement on Form F-3 (the Registration Statement) relating to the Securities, which
includes a base prospectus dated 19 March 2026 (the Base Prospectus); |
| (c) | the following resolutions of the board of directors of the Parent Guarantor (together, the Director
Resolutions): (i) resolutions passed on 11 May 2020 pursuant to which the directors resolved (among other things) to establish a board
executive committee (the Board Executive Committee) of the board of directors; and (ii) resolutions passed on 5 August 2025 pursuant
to which the board of directors resolved (amongst other things, to approve, in principle, the Parent Guarantor's guarantee of each Series
of Securities and delegate to the Board Executive Committee full power to (among other things) approve the Parent Guarantor's entry into
the Base Indenture and each Supplemental Indenture and its guarantee of each Series of Securities; |
| (d) | resolutions of the Board Executive Committee of the Parent Guarantor passed in writing on 17 March 2026 (the Board Executive Committee Resolutions) pursuant to which the Board Executive Committee resolved (among other
things) that the Parent Guarantor should enter into the Base Indenture; and |
| (e) | the Parent Guarantor's memorandum and articles of association. |
| 1.2 | We have relied on a certificate of the company secretary of the Parent Guarantor dated 19 March
2026 (the Opinion Certificate) a copy of which is attached to this opinion. We have not verified, and express no opinion on, the
accuracy of the matters contained in the Opinion Certificate. |
| 1.3 | We have not examined for these purposes any other agreements or other documents (the Other Documents)
to be entered into by the Parent Guarantor (including, without limitation, any Supplemental Indenture or any documents incorporated by
reference in or otherwise referred to in the Base Indenture or the Registration Statement) and we offer no opinion on any such Other Document. |
We have assumed that:
| 2.1 | each document examined by us (and any signature, initial, stamp or seal on it) is genuine and, where it
is a copy, it conforms to the original document and that, in the case of the Base Indenture, it will be executed by all parties thereto
in substantially the same form as the last draft examined by us; |
| 2.2 | the Opinion Certificate remains accurate; |
| 2.3 | each director of the Parent Guarantor (and any alternate) has disclosed to the Parent Guarantor any interests
that, directly or indirectly, conflict or may conflict to a material extent with the interests of the Parent Guarantor and any of its
subsidiaries with regard to the transactions and other matters recorded in the Director Resolutions and the Board Executive Committee
Resolutions and such disclosures are recorded in the Board Executive Committee Resolutions, or previous board minutes, of the Parent Guarantor; |
| 2.4 | the Director Resolutions and the Board Executive Committee Resolutions, in each case, were duly passed,
are in full force and effect and have not been amended, revoked or superseded and any meeting at which such resolutions were passed was
duly convened and quorate throughout; |
| 2.5 | each party to the Base Indenture and each Supplemental Indenture (other than the Parent Guarantor as a
matter of Jersey law) will have: |
| (a) | the capacity and power; |
| (b) | taken all the necessary action; and |
| (c) | obtained all the necessary agreements, approvals, authorisations, consents, licences, registrations or
qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any contract binding upon it), |
to execute and perform
its obligations under the Base Indenture and each Supplemental Indenture and that the Base Indenture and each Supplemental Indenture will
have been duly executed by each such party;
| 2.6 | the Base Indenture and each Supplemental Indenture will be, legal, valid, binding and enforceable in accordance
with their respective terms as a matter of all applicable laws other than Jersey law; |
| 2.7 | that the opinion expressed below will not be affected by the laws (including public policy) of any jurisdiction
outside Jersey and in particular but without limiting the generality of the foregoing: |
| (a) | that there are no provisions of the laws of any jurisdiction outside Jersey which would be contravened
by the execution, delivery or performance of the Base Indenture or any Supplemental Indenture; and |
| (b) | that there has been, and there will be, due compliance with all matters of every applicable law (other
than Jersey law); |
| 2.8 | in causing the Parent Guarantor to enter into the Base Indenture and each Supplemental Indenture, each
of the directors of the Parent Guarantor will be acting in good faith with a view to the best interests of the Parent Guarantor and will
be exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; |
| 2.9 | the Parent Guarantor is able to pay its debts as they fall due and will not become unable to do so by
virtue of the execution of the Base Indenture or any Supplemental Indenture or the performance of the transactions contemplated thereby
and no steps have been taken or resolutions passed to wind up the Parent Guarantor; |
| 2.10 | the Parent Guarantor, in entering into the Base Indenture and each Supplemental Indenture will be, acting
as principal on its own behalf and not as an agent or trustee or in any other capacity; |
| 2.11 | that, for each Series of Securities, prior to the issue of that Series of Securities: |
| (a) | the relevant Issuer and the Guarantors will prepare and file with the US Securities and Exchange Commission
a Prospectus Supplement; and |
| (b) | the relevant Issuer, the Guarantors and the Trustee will execute and deliver a Supplemental Indenture
governed by New York law, |
which set outs the
terms and conditions for the Securities of that Series;
| 2.12 | that the powers conferred on the Board Executive Committee, as set out in the extract of the Director
Resolutions referred to in paragraph 1.1(c) above, will remain in full force and effect and will not be amended or revoked; |
| 2.13 | that, in relation to each Series of Securities, the Board Executive Committee will duly approve and authorise,
in accordance with the Parent Guarantor's articles of association, the Parent Guarantor's entry into, and execution of, the Supplemental
Indenture for that Series of Securities; |
| 2.14 | that, for each Series of Securities, the Global Security for that Series of Securities will: |
| (a) | be fully and properly completed to reflect the terms and conditions of the Securities of that Series;
and |
| (b) | be duly executed by the relevant Issuer and duly dated, authenticated, issued and delivered in accordance
with the Base Indenture, |
and all necessary entries
will be made in the Securities Register (as defined in the Base Indenture) in respect of the issue of the Global Security;
| 2.15 | that, for each Series of Securities, all necessary acts or formalities required under the Base Indenture
to ensure that the Guarantee will be valid and effective in relation to that Series of Securities will be taken or observed; |
| 2.16 | that the Parent Guarantor's entry into, and the performance of its obligations (including its obligations
under the Guarantee) under, the Base Indenture and each Supplemental Indenture will not cause the Parent Guarantor to breach the limitation
on borrowing contained in Article 84 (Power to borrow money) of its articles of association; |
| 2.17 | that, in relation to each Series of Securities, none of the terms of the Supplemental Indenture for that
Series of Securities would affect this opinion in any way; |
| 2.18 | that no money or other property of the Parent Guarantor over which the Trustee has, or purports to have,
a lien under Article 6.7 (Compensation and Reimbursement) of the Base Indenture is, or will be, situated in Jersey; |
| (a) | arrangements, agreements or deeds to which the Parent Guarantor is party (other than its memorandum and
articles of association); or |
| (b) | resolutions passed by the Parent Guarantor, |
the terms of which
could affect, conflict with, or be breached by, the terms of the Base Indenture or any Supplemental Indenture; and
| 2.20 | that no event occurs after the date of this opinion that would affect this opinion. |
Subject
as provided above and to the observations and qualifications hereinafter appearing and to matters not disclosed to us, we are of the opinion
that, once the Base Indenture has been duly dated, executed and delivered by the parties to it, the obligations to be assumed by the Parent
Guarantor under the Guarantee will constitute valid, legal, binding and enforceable obligations of the Parent Guarantor.
| 4. | Qualifications and observations |
Our opinion is subject to the following
qualifications and observations:
| 4.1 | This opinion is subject to all laws relating to bankruptcy, dissolution, insolvency, mandatory insolvency
set-off, re-organisation, winding up, liquidation, moratorium, court schemes, civil and criminal asset confiscation, recovery and forfeiture
and bank recovery and resolution and other laws and legal procedures of general application affecting the rights of creditors or secured
creditors. |
| 4.2 | Notwithstanding that the obligations in the Base Indenture are of a type which the Jersey courts would
generally enforce, they may not necessarily be capable of enforcement in all circumstances in accordance with their terms. In particular,
but without limitation: |
| (a) | enforcement may be limited by general principles of equity (for example, equitable remedies such as specific
performance and injunction are discretionary and may not be available where damages are an adequate remedy); |
| (b) | obligations may be void or voidable by reason of duress, fraud, misrepresentation, mistake or undue influence; |
| (c) | contractual obligations that are regarded as penalties (for example, default interest provisions) may
not be enforceable or may be reduced if found to exceed the maximum damages which the claimant could have suffered as a result of a breach
of contract; |
| (d) | the Jersey courts will not enforce the terms of an agreement if: |
| (i) | they are, or their performance would be, illegal in a jurisdiction other than Jersey or contrary to public
policy in Jersey or in another jurisdiction; |
| (ii) | the parties have an illegal purpose that is not apparent from its express terms; or |
| (iii) | they would breach applicable exchange control regulations; |
| (e) | the Jersey courts may not enforce the terms of an agreement that: |
| (i) | provide for the payment or reimbursement of, or indemnity against, the costs of litigation or enforcement
proceedings brought before Jersey or foreign courts or where such courts have themselves made an order for costs; |
| (ii) | constitute an agreement to negotiate or an agreement to agree; |
| (iii) | would involve the enforcement of any foreign revenue, penal or other public laws or an indemnity given
in respect of any of these laws; |
| (iv) | relate to confidentiality (which may be overridden by the requirements of legal process); |
| (v) | provide that failure or delay by a party in exercising a right or remedy does not operate as a waiver
of that right or remedy; |
| (vi) | provide that any of the terms of that agreement can only be amended or waived in writing (and not orally
or by course of conduct); or |
| (vii) | permit the severance of illegal, invalid or unenforceable terms; |
| (f) | the Jersey courts may hold that a judgment of a Jersey or foreign court given in respect of an agreement
supersedes the agreement (so that, for example, any obligations relating to the payment of interest after the judgment or any currency
indemnities would not be held to survive the judgment); |
| (g) | the Jersey courts may refuse to allow unjust enrichment or to give effect to any provisions of an agreement
that they consider usurious; |
| (h) | provisions in an agreement or in articles of association that purport to restrict the exercise of a statutory
power may not be enforceable; |
| (i) | claims may become time barred or may be subject to rights and defences of abatement, acquiescence, counterclaim,
estoppel, frustration, laches, set-off, waiver and similar rights and defences; |
| (j) | the effectiveness of terms that seek to exclude or limit a liability or duty otherwise owed, or to indemnify
a person in respect of a loss caused by the act or omission of that person, may be limited by law; |
| (k) | subject to limited exceptions, only a party to an agreement governed by Jersey law may enforce its terms;
and |
| (l) | where any party to an agreement is party to it in more than one capacity that party may not be able to
enforce obligations purportedly owed by it to itself. |
| 4.3 | We have made no enquiry or assessment as to whether the Parent Guarantor will be in a position to fulfil
its obligations under the Base Indenture. |
| 4.4 | We offer no opinion as to whether the acceptance, execution or performance of the Parent Guarantor's obligations
under the Base Indenture will result in the breach of or infringe any other agreement, deed or arrangement entered into by or binding
on the Parent Guarantor other than the Parent Guarantor's articles of association. |
| 4.5 | Any provision of the Base Indenture providing for the payment of additional monies consequent on the breach
of any provision thereof by any person expressed to be a party thereto or entitled to the benefit thereof, whether expressed by way of
penalty, additional interest, liquidated damages or otherwise, may be unenforceable or liable to be reduced if such additional payment
were held to be excessive in so far as it unreasonably exceeds the maximum damages which the claimant could have suffered as a result
of such breach. |
| 4.6 | Provisions as to severability contained in the Base Indenture may not be binding and the question of whether
or not provisions may be severed would be determined by the Jersey courts at their discretion. |
| 4.7 | On application of a liquidator (in the course of the insolvent winding-up of a Jersey company) or of the
Viscount (in the course of a désastre): |
| (i) | entered into a transaction with a person at an undervalue during the period of 5 years immediately
preceding the commencement of the winding-up or the making of the declaration that the property of the person is en désastre;
or |
| (ii) | given a preference to a person, during the period of 12 months immediately preceding the commencement
of the winding-up or the making of the declaration that the property of the person is en désastre; and |
| (b) | if at the time of such transaction or preference: |
| (i) | the person was unable to pay its debts as they fell due or became unable to pay its debts as they fell
due as a result of the transaction or preference; or |
| (ii) | (in certain cases where the person entered into the transaction with or gave the preference to another
who was connected or associated with the person) it is not proved that the person was able to pay its debts as they fell due and did not
become unable to pay its debts as they fell due as a result of the transaction or preference, |
the Jersey courts may
make such an order as the court thinks fit for restoring the position to what it would have been if the preference had not been given
or if the person had not entered into the transaction.
| 4.8 | On application of a liquidator (in the course of the insolvent winding-up of a Jersey company) or of the
Viscount (in the course of a désastre), the Jersey courts may set aside, vary or make other orders in relation to an extortionate
credit transaction entered into by a person in the period of three years ending with the commencement of the winding-up (if the person
is a Jersey company) or the declaration that the property of the person is en désastre. For these purposes an extortionate
credit transaction is a transaction in which, having regard to the risk accepted by the person providing the credit, the terms of it are
such as to require grossly exorbitant payments to be made in respect of the provision of the credit or which otherwise grossly contravenes
ordinary principles of fair dealing. |
| 4.9 | The liquidator (in the course of the insolvent winding-up of a Jersey company) or the Viscount (in the
course of a désastre) may, within six months of the commencement of the winding-up or the making of the declaration that
the property of a person is en désastre, disclaim any onerous property of such Jersey company or such person. For these
purposes, onerous property is (a) any unprofitable contract; and (b) any of the following which is unsaleable or not readily saleable
or is such that it may give rise to a liability to pay money or perform any other onerous act: (i) any movable property (ii) any contract
lease and (iii) any other immovable property if it is situated outside Jersey. The counterparty to, or person entitled to the benefit
of, any such disclaimed contract or any person sustaining loss or damage in consequence of the operation of a disclaimer would have the
right to prove in the winding-up or désastre for the amount of its losses incurred as a result thereof. |
| 4.10 | An act of the directors of a company might be set aside by the Jersey courts in an action brought by,
for example, a creditor, shareholder or liquidator, if it were shown that the directors had exercised their powers for improper purposes
(with the actual or constructive notice of the other party). |
| 4.11 | Where a director fails, in accordance with the Companies (Jersey) Law 1991, to disclose an interest in
a transaction entered into by a Jersey company or its subsidiary which conflicts or may conflict to a material extent with the interests
of the company, the transaction is voidable. |
| 4.12 | The Jersey courts will not apply New York law (the proper law) if: |
| (a) | it is not pleaded and proved; |
| (b) | the selection of New York law was not bona fide and legal; or |
| (c) | to do so would be contrary to public policy. |
Furthermore:
| (a) | the Jersey courts may apply a law other than the proper law (such as the law of the place an agreement
was made) to determine the formal validity of an agreement; |
| (b) | matters of procedure upon enforcement of an agreement and assessment or quantification of damages will
be determined by the Jersey courts in accordance with Jersey law; |
| (c) | the proprietary effects of an agreement may be determined by the Jersey courts in accordance with the
domestic law of the place where the relevant property is situate; |
| (d) | the mode of performance of an agreement may be determined by the Jersey courts in accordance with the
law of the place of performance; and |
| (e) | the Jersey courts may not apply a foreign law expressly selected in an agreement to govern non-contractual
obligations arising out of, or in connection with, the agreement. |
| 4.13 | The Jersey courts may hold that despite any term of an agreement to the contrary: |
| (a) | any certificate, calculation, determination or designation of any party to the agreement is not conclusive,
final or binding; |
| (b) | any person exercising any discretion, judgment or opinion under the agreement must act in good faith,
for a proper purpose and in a reasonable manner; and |
| (c) | any power conferred by the agreement on one party to require another party to execute such documents or
do any things the first party requires must be exercised reasonably. |
| 4.14 | Pursuant to the Powers of Attorney (Jersey) Law 1995: |
| (a) | subject to paragraph (b) below, a power of attorney is revoked by the death, incapacity or bankruptcy
of a donor that is an individual or the bankruptcy or dissolution of a donor that is a body corporate; |
| (b) | where a power of attorney is expressed to be irrevocable (for any period) and is given: |
| (i) | for the purpose of facilitating the exercise of powers of a secured party under the Security Interests
(Jersey) Law 2012 (the Security Law) or of powers given pursuant to a security agreement (as defined in the Security Law); or |
| (ii) | pursuant to, or in connection with, or for the purpose of, or ancillary to, security governed by a law
other than Jersey law, |
it is not revoked by
the death, incapacity, bankruptcy or dissolution of the donor; and
| (c) | subject to paragraphs (a) and (b) above, a power of attorney may be expressed to be irrevocable for any
period not exceeding one year from the date on which it is granted or the date on which it comes into effect, whichever is the later. |
| 4.15 | The Jersey courts may: |
| (a) | not exercise or decline jurisdiction or stay or set aside proceedings (as appropriate) where: |
| (i) | process cannot legally be served on a defendant outside Jersey; |
| (ii) | an agreement provides that all disputes are to be referred to the exclusive jurisdiction of a court outside
Jersey; |
| (iii) | there is an agreement to submit the subject matter of a dispute to arbitration or other dispute resolution
procedure; |
| (iv) | there is a more appropriate forum than Jersey where the action should be tried; |
| (v) | earlier or concurrent proceedings have been commenced outside Jersey; or |
| (vi) | there has already been a final and conclusive judgment given on the merits by a foreign court with jurisdiction
according to Jersey conflict of laws rules; |
| (b) | decline to stay proceedings in Jersey or grant leave to serve Jersey proceedings outside Jersey even if
an agreement provides that all disputes are to be referred to the exclusive jurisdiction of a court outside Jersey if it is satisfied
that there are strong reasons for doing so; and |
| (c) | grant injunctions in support of proceedings outside Jersey or restraining the commencement or continuance
of proceedings or arbitration outside Jersey. |
| 4.16 | Where a foreign court (being a court of any country or territory outside the United Kingdom other than
one for whose international relations the United Kingdom is responsible) has given a judgment for multiple damages against a qualifying
defendant the amount which may be payable by such defendant may be limited by virtue of the Protection of Trading Interests Act 1980 (as
extended to Jersey by the Protection of Trading Interests Act 1980 (Jersey) Order 1983) which provides that such qualifying defendant
may be able to recover such amount paid by it as represents the excess in such multiple damages over the sum assessed as compensation
by the court that gave the judgment. |
| 4.17 | Although there has been no decision in the Jersey courts regarding the enforceability of provisions that
purport to fetter any statutory power of a Jersey company, such provisions may not be enforceable. |
| 4.18 | The enforceability of a person's obligations may be limited to the extent that such person successfully
pleads either: |
| (a) | the droit de discussion (whereby a guarantor may require the beneficiary of the guarantee to exhaust
the assets of the principal debtor before making a claim against the guarantor); or |
| (b) | the droit de division (whereby a co-obligor may require the person owed a joint obligation to make
simultaneous claims in appropriate proportions upon all the co-obligors, thereby limiting its own liability), |
unless the person has
expressly waived such rights.
| 4.19 | Under the rules of procedure applicable, the Jersey courts may order a plaintiff in an action to provide
security for costs and will normally exercise this power in respect of a party who is not ordinarily resident in Jersey and/or who does
not have assets within the jurisdiction. |
| 4.20 | We express no view on any provision in the Base Indenture requiring written amendments and waivers of
any of the provisions of the Base Indenture in so far as it suggests that oral or other modifications, amendments or waivers could not
be effectively agreed upon or granted by or between the parties or implied by the course of conduct of the parties. |
| 4.21 | The effectiveness of terms releasing or exculpating any party from, or limiting or excluding, a liability
or duty otherwise owed may be limited by law. |
| 4.22 | Where any party to any of the Base Indenture is party to the Base Indenture in more than one capacity,
that party may not be able to enforce obligations owed by it to itself. |
| 4.23 | There is no publicly available record of security interests in the tangible movable assets of Jersey companies
other than Jersey-registered ships. |
| 5.1 | This opinion is limited to the matters expressly stated in it. |
| (a) | on the commercial terms of the Base Indenture or any Supplemental Indenture or whether those terms reflect
the intentions of the parties; |
| (b) | on any representation or warranty made or given in the Base Indenture or any Supplemental Indenture; |
| (c) | as to whether the parties will perform their obligations under the Base Indenture or any Supplemental
Indenture; and |
| (d) | as to the title or interest of the Parent Guarantor to or in, or the existence of, any property or collateral
the subject of the Base Indenture or any Supplemental Indenture. |
| 5.3 | We have made no investigation and express no opinion with respect to the laws of any jurisdiction other
than Jersey. |
| 5.4 | We assume no obligation to update the Addressees in relation to changes of fact or law that may have a
bearing on the continuing accuracy of this opinion. |
This
opinion, and any non-contractual obligations arising out of it, are governed by Jersey law. This opinion is to be interpreted in accordance
with Jersey law and extra-statutory guidance issued by any governmental, regulatory or tax authority in Jersey in force on the date of
this opinion.
| 7.1 | This opinion is only addressed to, and for the benefit of, the Addressees. It is given solely in connection
with the registration of Securities under the Securities Act. This opinion may not, without our prior written consent, be transmitted
or disclosed to, or used or relied upon by, any other person (including, without limitation, any holder of, or holder of beneficial interests
in, any Securities) or be relied upon for any other purpose whatsoever. |
| 7.2 | We consent to the filing of a copy of this opinion as Exhibit 5.3 to the Registration Statement and
to reference to us being made in the paragraph of the Base Prospectus headed "Legal Matters". In giving this consent, we do
not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act. |
Yours faithfully
/s/ Mourant Ozannes (Jersey) LLP
Mourant Ozannes (Jersey) LLP
Schedule
Sea Containers House
18 Upper Ground
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United States
22 Grenville Street
St Helier
JE4 8PX
Jersey
Sea Containers House
18 Upper Ground
London
United Kingdom
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Sea Containers House
18 Upper Ground
London
United Kingdom
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(each an Addressee and together, the Addressees)