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EXHIBIT 5.1
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]
212-859-8167
[email protected]
(FAX: 212-859-8587)
August 11, 2000
Media Metrix, Inc.
250 Park Avenue South
New York, New York 10012
Ladies and Gentlemen:
We have acted as special counsel for Media Metrix, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-4, Registration No. 333-42316 (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), relating to the issuance by the Company of shares of the Company's
common stock, par value $.01 per share ("Media Metrix Common Stock"), in
connection with the merger (the "Merger") of MMX Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of the Company ("Merger Sub") with and
into Jupiter Communications, Inc., a Delaware corporation ("Jupiter"), pursuant
to the Agreement and Plan of Merger, dated as of June 26, 2000 (the "Merger
Agreement"), among the Company, Merger Sub and Jupiter, as amended. In the
Merger, each Jupiter stockholder will be entitled to receive, for each share of
common stock, par value $.001 per share, of Jupiter ("Jupiter Common Stock")
held by such stockholder, 0.946 share of Media Metrix Common Stock, with cash
being paid, without interest, in lieu of any fractional share. This opinion is
delivered in accordance with the requirements of Item 601(b)(5) of Regulation
S-K promulgated under the Act.
With your permission, all assumptions and statements of reliance herein
have been made without any independent investigation or verification on our part
except to the extent otherwise expressly stated, and we express no opinion with
respect to the subject matter or accuracy of such assumptions or items relied
upon.
In connection with this opinion, we have (i) investigated such questions of
law, (ii) examined originals or certified, conformed or reproduction copies of
such agreements, instruments, documents and records of the Company and its
subsidiaries, such certificates of public officials, officers or other
representatives of the Company and its subsidiaries, and other persons, and such
other documents, and (iii) reviewed such information from officers and
representatives of the Company and others, as we have deemed necessary or
appropriate for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures on original or certified copies, and
the conformity to original or certified documents of all copies submitted to us
as conformed or reproduction copies. As to various questions of fact relevant to
the opinion expressed herein, we have relied upon, and assumed the accuracy of
or compliance with, representations and warranties contained in the documents
relevant hereto and certificates and oral or written statements and other
information of or from public officials, officers or other representatives of
the Company, and other persons.
To the extent it may be relevant to the opinion expressed herein, we have
assumed that the parties to the documents other than the Company have the power
and authority to enter into and perform such documents and to consummate the
transactions contemplated thereby, that the documents have been duly authorized,
executed and delivered by, and constitute legal, valid and binding obligations
of, such parties enforceable against such parties in accordance with their
terms, and that such parties will comply with all of their obligations under the
documents and all laws applicable thereto.
Based upon the foregoing, assuming that the Jupiter Common Stock is validly
issued, fully paid and nonassessable, and subject to the limitations,
qualifications and assumptions set forth herein, it is our opinion that, if the
Media Metrix Common Stock is issued and delivered as described in the
Registration Statement and in accordance with the Merger Agreement upon
satisfaction of the conditions to closing set forth therein,
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at the time of such issuance such shares of Media Metrix Common Stock will be
validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the General Corporation Law of
the State of Delaware (the "GCLD") and applicable provisions of the Delaware
Constitution, in each case, as currently in effect, and reported judicial
decisions interpreting the GCLD and the Delaware Constitution.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the captions "The
Merger -- Legal Matters" in the Joint Proxy Statement/ Prospectus forming a part
of the Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ ROBERT SCHWENKEL
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Robert Schwenkel
