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Exhibit 5
June 6, 2000
Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
Re: Forrester Research, Inc.
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Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8, and all exhibits thereto (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of 3,000,000 shares of Common Stock,
$.01 par value (the "Shares"), of Forrester Research, Inc., a Delaware
corporation (the "Company"). The Shares are to be issued pursuant to the
exercise of options granted under the Company's Amended and Restated Forrester
Research, Inc. 1996 Equity Incentive Plan (the "Plan").
We have acted as counsel for the Company and are familiar with the action
taken by the Company in connection with the Plan. For purposes of this opinion
we have examined the Registration Statement, the Plan and such other documents,
records, certificates and other instruments as we have deemed necessary.
We express no opinion as to the applicability of compliance with or effect
of Federal law or the law of any jurisdiction other than The Commonwealth of
Massachusetts and the corporate laws of the State of Delaware.
Based on the foregoing, we are of the opinion that, when the Shares have
been issued and sold in accordance with the terms of the Plan, the Shares will
be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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