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EXHIBIT 5
[CLIFFORD CHANCE ROGERS & WELLS LLP LETTERHEAD]
September 29, 2000
24/7 Media, Inc.
1250 Broadway, 28th Floor
New York, New York 10001-3701
Ladies and Gentlemen:
We have acted as special counsel to 24/7 Media, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Company's Registration Statement on Form S-3 (as the same may be amended or
supplemented from time to time, the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), covering the possible offer and sale
from time to time of up to 2,000,000 shares of common stock, par value $.01 per
share (the "Shares"), by the Company and the stockholders of the Company listed
in the Registration Statement. This opinion is being provided at your request in
connection with the Registration Statement.
In rendering the opinions expressed herein, we have examined the
Registration Statement, the Company's Certificate of Incorporation, as amended
to date (the "Charter"), and the By-laws of the Company, as amended to date, and
such corporate proceedings of the Company and such other documents as we have
deemed necessary. We have also examined and relied as to factual matters upon
the representations, warranties and other statements contained in originals or
copies, certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinions expressed below.
In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents, certificates and instruments submitted to us
as originals, the conformity with originals of all documents submitted to us as
copies and the absence of any amendments or modifications to those items
reviewed by us.
Based upon the foregoing and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that the Shares will be duly authorized and, upon issuance, will be
validly issued, fully paid and nonassessable.
The opinions stated herein are limited to the federal laws of the
United States and the laws of the State of Delaware.
We hereby consent to the incorporation of this opinion by reference as
an exhibit to the Registration Statement and the reference to this firm under
the caption "Legal Matters" in the Registration Statement. In giving this
consent, we do not concede that we are within the category of persons whose
consent is required under the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Clifford Chance Rogers & Wells LLP
