Exhibit 4.3


 


 


Board of Directors


NYSE Group, Inc.


 


March 8, 2006


 


Ladies and Gentlemen:


 


The undersigned, Executive
Vice President and Co-General Counsel of NYSE Group, Inc.,  a Delaware corporation (the “Corporation”),
is delivering this opinion in connection with the filing by the Corporation, with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the “Registration Statement”) under the Securities Act of 1933, as
amended, pursuant to which certain shares of the Corporation's common stock,
par value $.01 per share (“Shares”) are to be purchased and/or issued
under the terms of the NYSE Group, Inc. 2006 Stock Incentive Plan, the
Archipelago Holdings, L.L.C. 2000 Long-Term Incentive Plan, the Archipelago
Holdings, L.L.C. 2003 Long-Term Incentive Plan and the Archipelago Holdings
2004 Stock Incentive Plan (collectively, the “NYSE Plans”).


 


In so acting, I have
examined and relied upon the representations and warranties contained therein
or made pursuant thereto, and on certificates of officers of the Corporation
and of public officials as to factual matters, and upon the originals, or
copies certified or otherwise identified to my satisfaction, of (i) the
articles of incorporation of the Corporation, (ii) the bylaws of the
Corporation, and (iii) such other records, documents and instruments as in
my judgment are necessary or advisable to enable me to render the opinion
expressed below.


 


In all such examinations,
I have assumed the genuineness of all signatures (other than those on behalf of the Corporation), the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals and the conformity
to original documents of all documents submitted to me as certified or
photostatic copies, and as to certificates and telegraphic and telephonic
confirmations given by public officials, I have assumed the same to have been
properly given and to be accurate. I have also assumed that all documents and
instruments executed by the parties to this transaction (other than those executed by representatives of the


 

















 


Corporation)
have been duly and validly executed and delivered by such parties; that
the agreements entered into as part of this transaction are the legal,
valid and binding obligations of such parties, enforceable against such parties
in accordance with their terms; and that such parties have obtained all
required consents, permits and approvals required to enter into and perform such
documents and instruments.


 


Based on the foregoing
and subject to the assumptions and qualifications set forth below, I am of the opinion
that the Shares have been duly authorized for issuance and, when issued and
sold by the Corporation pursuant to and in accordance with the NYSE Plans, will
be validly issued, fully paid and nonassessable.


 


The foregoing opinions
are subject to the qualification that I do not purport to be an expert on, or
to express any opinion herein concerning, the laws of any jurisdiction other
than the General Corporation Law of the State of Delaware and New York and the
federal laws of the United States of America, and I express no opinion
concerning the securities laws of any other state.


 


I hereby consent to the
filing of this opinion with the Commission as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.


 


This opinion letter is
limited to the matters stated, and no opinion is implied or may be
inferred beyond those opinions expressly stated herein. The opinions expressed
herein are rendered only as of the date hereof, and I assume no responsibility
to advise you of changes in law, facts, circumstances, events or developments
which hereafter may be brought to my attention and which may alter,
affect or modify such opinions. The opinions expressed herein are solely for
the benefit of the addressees of this opinion letter, and without my prior
written consent may not be relied on in any other context, quoted in whole
or in part or otherwise referred to in any legal opinion, document, or
other report, or furnished to any other person or entity.


 


	
  Sincerely,

  
	
   

  
	
   

  
	
  /s/ Richard P.
  Bernard

  	
   

  
	
   

  
	
  Richard P.
  Bernard

  
	
  Executive Vice
  President and Co-General Counsel

  
	
  NYSE Group, Inc.

  



 


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