August 11, 2000
Digital Insight Corporation
26025 Mureau Road
Calabasas, California 91302
Re: Registration on Form S-8 of
Digital Insight Corporation (the "Company")
Ladies and Gentlemen:
At your request, we have examined the Registration
Statement on Form S-8 to be filed with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 352,264 shares of common
stock, par value $0.001, of the Company (the "Shares"), to be
issued pursuant to the AnyTime Access, Inc. 1997 Stock Plan, as
amended (the "Plan"). We have examined the proceedings
heretofore taken and to be taken in connection with the
assumption of the Plan and the authorization of Shares to be
issued pursuant to and in accordance with the Plan.
On the basis of such examination, our reliance upon the
assumptions in this opinion and our consideration of those
questions of law we considered relevant, and subject to the
limitations and qualifications in this opinion, we are of the
opinion that, when the Shares are (i) issued and paid for in
accordance with any appropriate action or authorization by the
Board of Directors of the Company or an authorized committee
thereof as required or contemplated under the Plan, (ii) issued
and paid for in accordance with the provisions of the Plan and
relevant agreements duly authorized by and completed in
accordance with the terms of the Plan, and (iii) evidenced by
certificates countersigned by a duly authorized signatory of the
registrar for the Company's Common Stock, the Shares will be duly
authorized by all necessary corporate action on the part of the
Company and will be validly issued, fully paid and non-
assessable.
We consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
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