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EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
August 4, 2000
Viant Corporation
89 South Street
Boston, MA 02111
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about August 4, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 6,778,180 shares of
your common stock, par value $.001 per share (the "Shares") (i) 6,378,180
shares of which are to be issued pursuant to the 1999 Stock Plan and (ii)
400,000 shares of which are to be issued pursuant to the 1999 Employee Stock
Purchase Plan (collectively, the "Plans"). As legal counsel for Viant
Corporation, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and
sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
