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EXHIBIT 5
Opinion and consent of Brobeck, Phleger & Harrison LLP
August 25, 2000
E*TRADE Group, Inc.
4500 Bohannan Drive
Menlo Park, California 94025
Re: E*TRADE Group, Inc. - Registration Statement for Offering of
13,455 Shares of Common Stock
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Dear Ladies and Gentlemen:
We have acted as counsel to E*TRADE Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
13,455 shares of the Company's common stock (the "Shares") issuable under the
Confluent, Inc. 1997 Equity Incentive Plan (the "Plan"). The Plan, together
with the outstanding options thereunder, has been assumed by the Company in
connection with the Company's acquisition of Confluent, Inc. pursuant to an
Agreement and Plan of Reorganization dated September 29, 1999.
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the assumption of the Plan
and the outstanding options thereunder. Based on such review, we are of the
opinion that if, as and when the Shares are issued and sold (and the
consideration therefor received) pursuant to the provisions of the outstanding
option agreements duly authorized under the Plan and in accordance with the
Registration Statement, such Shares will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
