<PAGE>
Exhibit 5
MORRISON & FOERSTER LLP
New York, New York
July 24, 2000
Leapnet, Inc.
420 West Huron Street
Chicago, Illinois 60610
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to
be filed by you with the Securities and Exchange Commission (the "SEC") on July
24, 2000 (the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 1,711,889
shares of your common stock, $.01 par value per share (the "Plan Shares"), which
will be issuable pursuant to your assumption of the SPR Inc. Amended and
Restated Combined Incentive and Non-Statutory Stock Option Plan and the SPR Inc.
1999 Combined Incentive and Non-Statutory Stock Option Plan, each as amended
(collectively, the "Plans").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with your assumption of the
Plans and the authorization of the issuance of the shares of Plan Shares and
such documents as we have deemed necessary to render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when issued
and outstanding pursuant to the terms of the Plans, will be validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
Page 8
