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EXHIBIT 8.1
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]
August 11, 2000
Media Metrix, Inc.
250 Park Avenue South, 7th Floor
New York, NY 10003
Ladies and Gentlemen:
We are acting as counsel to Media Metrix, Inc. ("Media Metrix") in
connection with the proposed merger (the "Merger") of MMX Acquisition Corp., a
wholly-owned subsidiary of Media Metrix ("Merger Sub"), with and into Jupiter
Communications, Inc. ("Jupiter"), with Jupiter surviving the Merger. The Merger
will be consummated pursuant to the Agreement and Plan of Merger dated as of
June 26, 2000 by and among Media Metrix, Merger Sub and Jupiter (the "Merger
Agreement"), as amended. For purposes of this opinion, capitalized terms used
and not otherwise defined herein shall have the meaning ascribed thereto in the
Merger Agreement.
Media Metrix has filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), a registration
statement on Form S-4 (File No. 333-42316) (the "Registration Statement") with
respect to the common stock of Media Metrix to be issued to the Jupiter
stockholders in the Merger in exchange for their common stock in Jupiter. In
addition, Media Metrix and Jupiter have prepared, and we have reviewed, a Joint
Proxy Statement/Prospectus, which is contained in and made a part of the
Registration Statement (the "Proxy Statement/Prospectus"). In rendering the
opinion set forth below, we have relied upon the facts and assumptions stated in
the Proxy Statement/Prospectus and upon such other documents as we have deemed
appropriate.
We have assumed that (i) all parties to the Merger Agreement, and to any
other documents reviewed by us, have acted, and will act, in accordance with the
terms of the Merger Agreement and such other documents, (ii) the Merger will be
consummated at the Effective Time pursuant to the terms and conditions set forth
in the Merger Agreement without the waiver or modification of any such terms and
conditions, and (iii) the Merger is authorized by and will be effected pursuant
to applicable state law. Under the Merger Agreement, it is a condition to the
closing of the Merger that Media Metrix and Jupiter each receive an opinion from
their respective legal advisors to the effect that the Merger will, based upon
certain representations by Media Metrix and Jupiter, constitute a reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended.
Based upon and subject to the foregoing, we hereby confirm that the
discussion set forth in the Proxy Statement/Prospectus under the caption "The
Merger -- Federal Income Tax Consequences", to the extent the statements
contained therein relate to matters of United States federal income tax law or
legal conclusions with respect thereto, and subject to the qualifications,
limitations and assumptions contained therein, fairly presents in all material
respects the information disclosed therein. No opinion is expressed on any
matters other than those specifically referred to herein.
The opinion expressed herein is furnished to you for use in connection with
the Registration Statement and may not be used for any other purpose without our
prior written consent. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the references to this firm in the
Proxy Statement/Prospectus under the captions "The Merger -- Federal Income Tax
Consequences".
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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 Securities Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ JACK L. JACOBSON
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Jack L. Jacobson
