<PAGE> 1
Exhibit 5
[VERTICALNET, INC. LOGO]
May 31, 2000
VerticalNet, Inc.
700 Dresher Road, Suite 100
Horsham, Pennsylvania 19044
Re: VerticalNet, Inc. - Registration Statement on Form S-4
Ladies and Gentlemen:
I am general counsel to VerticalNet, Inc., a Pennsylvania corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the registration of up to 8,400,000 shares of Common Stock, par value $.01
per share (the "Shares"), of the Company to be issued in connection with
business combination transactions. In my examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity with the original of all documents submitted to
me as copies thereof.
Based upon the foregoing, I am of the opinion that the Shares, when issued in
the manner and on the terms described in the Registration Statement, will be
duly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, I do not thereby admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ James W. McKenzie, Jr.
--------------------------------
James W. McKenzie, Jr.
