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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
June 23, 2000
DoubleClick Inc.
450 West 33rd Street
New York, New York 10001
Re: DoubleClick Inc. - Registration Statement for Offering of 32,296
Shares of Common Stock
Dear Ladies and Gentlemen:
We have acted as counsel to DoubleClick Inc., a Delaware corporation (the
"Company"), in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 32,296 shares of
the Company's common stock (the "Shares") for issuance under the Company's
Flashbase, Inc. 1999 Equity Incentive Plan (the "Plan").
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 Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
implementation of the Plan. Based on such review, we are of the opinion that,
if, as and when the Shares have been issued and sold (and the consideration
therefor received) pursuant to the provisions of stock option agreements duly
authorized under the Flashbase, Inc. 1999 Equity Incentive Plan 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.
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
Plan or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
