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Exhibit 5
July 14, 2000
Medium4.com, Inc.
120 Fifth Avenue, Seventh Floor
New York, New York 10011
Re: Registration of 1,000,000 shares of Common Stock
under the Securities Act of 1933, as amended
Ladies and Gentlemen:
In our capacity as counsel to Medium4.com, Inc., a Delaware corporation
(the "Company"), we have been asked to render this opinion in connection with a
Registration Statement on Form S-8 being filed contemporaneously herewith by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering an aggregate of
1,000,000 shares of Common Stock, par value $.01 per share, of the Company (the
"Stock") issuable upon the exercise of heretofore granted options and options
which may be granted subsequent hereto to acquire shares of Common Stock under
the Company's 2000 Stock Option Plan (the "Plan").
In that connection, we have examined the Restated Certificate of
Incorporation, as amended, and the By-Laws of the Company, the Registration
Statement, the Plan, corporate proceedings of the Company relating to the
issuance of the Stock pursuant to the Plan, and such other instruments and
documents as we deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as photostatic copies. We have also assumed that the corporate records
furnished to us by the Company include all corporate proceedings taken by the
Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Stock has been duly and validly authorized and, when issued and paid for as
described in the Plan, will be duly and validly issued, fully paid and non-
assessable.
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Medium4.com, Inc.
July 14, 2000
Page 2
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
Very truly yours,
COOPERMAN LEVITT WINIKOFF
LESTER & NEWMAN, P.C.
By: /s/ Ira Roxland
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Ira Roxland
A Member of the Firm
