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Exhibit 5
[Letterhead of Fulbright & Jaworski L.L.P.]
June 14, 2000
Media Metrix, Inc.
250 Park Avenue South, 7th Floor
New York, New York 10003
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Media Metrix, Inc.
(the "Company"), relating to an aggregate of 2,100,000 shares of the Company's
Common Stock, $.01 par value per share (the "Shares"), to be issued under the
Company's 2000 Employee Stock Purchase Plan and the Company's 2000 Equity
Incentive Plan (each, a "Plan").
As counsel for the Company, we have examined such corporate records, other
documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of
the Shares pursuant to the applicable Plan and that the Shares being registered
pursuant to the Registration Statement, when issued and paid for under the
applicable Plan in accordance with the terms of the applicable Plan, will be
duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Act.
Very truly yours,
/s/ Fulbright & Jaworski LLP
