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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP.
October 4, 2000
Jupiter Media Metrix, Inc.
250 Park Avenue South, 7th Floor
New York, NY 10003
Re: Jupiter Media Metrix, Inc. Registration Statement for Offering
of an Aggregate of 4,116,159 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Jupiter Media Metrix, Inc., a Delaware
corporation (the "Company") in connection with the Post-Effective Amendment No.
1 (on Form S-8) to the Registration Statement No. 333-42316 (Form S-4) (the
"Registration Statement") under the Securities Act of 1933, as amended, of
4,116,159 shares of the Company's common stock, par value $0.01 per share (the
"Shares") authorized for issuance under the Jupiter Communications, Inc. 1997
Employee Stock Option Plan (formerly known as the Jupiter Communications, LLC
1997 Option Plan) and the Jupiter Communications, Inc. 1999 Stock Incentive Plan
(collectively, the "Plans"). The Plans, and the outstanding options thereunder,
have been assumed by the Company in connection with its acquisition of Jupiter
Communications, Inc. pursuant to an Agreement and Plan of Merger dated June 26,
2000.
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 corporate proceedings taken by the Company in
connection with the adoption and amendment of the Plans. Based on such review,
we are of the opinion that, if, as and when the Shares are issued and sold (and
the consideration therefor received) pursuant to the provisions of the Plans and
agreements duly authorized under the Plans and in accordance with the
Registration Statement, such Shares will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, or Item 509 of
Regulation S-K.
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
Plans or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
