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Exhibit 5
OPINION OF MINTZ LEVIN
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300 www.Mintz.com
Fax: 202/434-7400
January 12, 2001
Cyberian Outpost, Inc.
23 North Main Street
P.O. Box 636
Kent, Connecticut 06757
Ladies and Gentlemen:
We have acted as counsel to Cyberian Outpost, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act of 1933, as amended, of a total of 900,000
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"), to be offered for sale by the Company from time to time under the
Cyberian Outpost, Inc. 1998 Employee, Director and Consultant Stock Plan (the
"Plan"). This opinion is being rendered in connection with the filing of the
Registration Statement. All capitalized terms used herein and not otherwise
defined shall have the respective meanings given to them in the Registration
Statement.
In connection with this opinion, we have examined the Company's Restated
Certificate of Incorporation and Restated Bylaws, both as currently in effect,
such other records of the corporate proceedings of the Company as we deemed
relevant, and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the Shares have
been duly and validly authorized by the Company and (ii) the Shares, when issued
in accordance with the terms of the Plan and any applicable agreements thereto,
will be duly and validly issued, fully paid and non-assessable shares of the
Common Stock, free of preemptive rights.
Our opinion is limited to the federal law of the United States of America
and the Delaware General Corporation Law, including the applicable provisions of
the Delaware Constitution and the reported judicial decisions interpreting those
laws, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/Mintz,Levin,Cohn, Ferris,
Glovsky and Popeo, P.C.
