EXHIBIT 5.3

                          [Letterhead of AMVESCAP PLC]




                                 April 9, 2002

AMVESCAP PLC
1315 Peachtree Street, N.E.
Suite 500
Atlanta, Georgia  30309

             RE:  Registration Statement on Form F-4

Ladies and Gentlemen:

     I am General Counsel of AMVESCAP PLC, a public limited company incorporated
under the laws of England (the "Company").  The Company is the direct or
indirect parent of A I M Management Group, Inc. a Delaware corporation, A I M
Advisors, Inc., a Delaware corporation, INVESCO Institutional (N.A.), Inc., a
Delaware corporation, and INVESCO North American Holdings, Inc., a Delaware
corporation (collectively the "Guarantors").  In this capacity, I have advised
the Company and the Guarantors in connection with the filing of the above-
referenced Registration Statement (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").  The Registration Statement relates
to the proposed issuance, in exchange (the "Exchange Offer") for up to $300
million principal amount of the Company's outstanding unregistered 5.90% Senior
Notes Due 2007 (the "Old Notes"), of a like principal amount of the Company's
5.90% Senior Notes Due 2007, Series B, that will be registered under the
Securities Act (the "New Notes").  The Old Notes were, and the New Notes will
be, issued under an Indenture dated as of December 17, 2001 (the "Indenture")
between the Company, the Guarantors and SunTrust Bank, as Trustee (the
"Trustee").  This opinion letter is rendered pursuant to Item 21 of Form F-4 and
Item 601(b)(5) of the Commission's Regulation S-K.

     I have examined the Indenture, the form of the Old Notes, including the
guarantee of each of the Guarantors set forth therein, the proposed form of the
New Notes, including the guarantee of each of the Guarantors set forth therein,
and the Registration Statement.  I also have examined originals, or copies
certified or otherwise identified to my satisfaction, of such other documents,
records, certificates and instruments (collectively, the "Ancillary Documents")
as in my judgment are necessary or appropriate to enable me to render the
opinions expressed below.  In rendering such opinions, I have relied as to
factual matters upon the representations, warranties and other statements made
in the Ancillary Documents.


April 9, 2002
Page 2

     In my examination, I have assumed, without any independent verification,
(i) the genuineness of all signatures (other than signatures of representatives
of the Company and the Guarantors), (ii) the legal capacity of all natural
persons, (iii) the authenticity of all documents submitted to me as originals,
and (iv) the conformity to the original documents of all documents submitted to
me as conformed, telefacsimile or photostatic copies.

     Based upon the foregoing, and subject to the other exceptions,
qualifications, limitations and assumptions herein set forth, I am of the
opinion that:

     1.  assuming that the Company has duly authorized the execution, delivery
and performance of the Indenture under English law, the Indenture has been duly
executed and delivered by the Company (to the extent that such execution and
delivery is governed by the laws of the State of Georgia and the Delaware
General Corporation Law).

     2.  the Indenture has been duly authorized, executed and delivered by the
Guarantors.

     My opinions set forth above are limited to (a) the laws of the State of
Georgia and (b) the Delaware General Corporation Law, applicable provisions of
the Constitution of the State of Delaware and reported judicial decisions
interpreting such General Corporation Law and Constitution, and I do not express
any opinion herein concerning any other laws.  Insofar as the laws of England
relate to my opinions above, I have relied, with your approval but without any
independent investigation, solely on the opinion, dated this date, of Ashurst
Morris Crisp, English counsel to the Company, filed as an exhibit to the
Registration Statement.  In connection  with certain related legal matters under
New York law, I understand that you have received the opinion, dated this date,
of Alston & Bird LLP, United States counsel to the Company, filed as an exhibit
to the Registration Statement.

     This opinion letter is provided to you for your use solely in connection
with the transactions contemplated by the Registration Statement and may not be
used, circulated, quoted or otherwise relied upon by any other person or for any
other purpose without my express written consent, except that (a) Alston & Bird
LLP may rely on this opinion letter in connection with its opinion described in
the immediately preceding paragraph, and (b) you may file a copy of this opinion
letter with the Commission as an exhibit to the Registration Statement.  The
only opinions rendered by me consist of those matters set forth in the fourth
paragraph hereof, and no opinion may be implied or inferred beyond those
expressly stated.  The opinions expressed herein are as of the date hereof, and
I undertake no obligation to advise you of any changes in applicable law or any
other matters that may come to my attention after the date hereof that may
affect the opinions expressed herein.


April 9, 2002
Page 3

     I consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
Matters" in the Prospectus constituting a part thereof.  In giving such consent,
I do not thereby admit that I am within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.

                                      Very truly yours,

                                      /s/ Neil Williams