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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
October 31, 2000
Hoover's, Inc.
1033 La Posada Drive, Suite 250
Austin, TX 78758
Re: Hoover's, Inc. Registration Statement for
Offering of an Aggregate of 1,760,897 Shares of Common Stock
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Ladies and Gentlemen:
We have acted as counsel to Hoover's, 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
an aggregate of 260,897 shares of the Company's common stock ("Common Stock"),
par value $0.01 per share (the "Assumed Plan Shares"), issuable pursuant to
outstanding options under the Powerize.com, Inc. 1998 Stock Incentive Plan (the
"Assumed Plan") as assumed by the Company in connection with the Company's
acquisition of Powerize.com, Inc. and an aggregate of 1,500,000 shares of Common
Stock (the "Hoover's Plan Shares") reserved for issuance under the Company's
1999 Stock Incentive Plan (the "Hoover's Plan").
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 (i) the Company's
assumption of the Assumed Plan and the options outstanding thereunder and (ii)
the authorization of the additional reserve of the Hoover's Plan Shares for
issuance under the Hoover's Plan. Based on such review, we are of the opinion
that, if, as and when the Assumed Plan Shares or the Hoover's Plan Shares are
issued and sold (and the consideration therefor received) pursuant to the
provisions of option agreements evidencing the outstanding options under the
Assumed Plan or the Hoover's Plan, respectively, and in accordance with the
Registration Statement, such shares will be duly authorized, legally issued,
fully paid and non-assessable.
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 Assumed Plan, the Hoover's Plan, the Assumed Plan Shares or the
Hoover's Plan Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
