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Exhibit 5.1
September 20, 2000
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Dear Sirs:
As Vice President, General Counsel of Modem Media, Inc. (the
"Company"), I advise you as follows in connection with the filing by the Company
of a Registration Statement on Form S-8 being filed by the Company on the date
hereof (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to 400,000 shares of Common Stock, par value $.001 per share, of
the Company, which may be issued pursuant to the Modem Media 2000 Stock
Incentive Plan (the "Common Stock").
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such corporate documents and records which I have deemed
necessary or appropriate for the purposes of the opinion and have conducted such
other investigations of fact and law as I have deemed necessary or advisable for
purposes of this opinion. I have assumed that the signatures (other than those
of officers of the Company) on all documents that I have examined are genuine.
Based upon the foregoing, I am of the opinion that the Common Stock is
validly authorized and, when issued under the plan described above in accordance
with the terms thereof, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of the opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Sloane Levy
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Sloane Levy
Vice President, General Counsel
and Corporate Secretary
