<PAGE>
EXHIBIT 5.1
December 7, 2000
LookSmart, Ltd.
625 Second Street
San Francisco, CA 94107
Re: Registration Statement on Form S-8 for Zeal Media, Inc. 1999 Stock
Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by LookSmart, Ltd., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 232,665 shares of the Company's common stock, par value $0.001 per
share (the "Common Stock"), reserved for issuance under the Zeal Media, Inc.
1999 Stock Plan (the "Plan").
For purposes of rendering this opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examination, we have examined, among other things, originals and copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate. For the purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing, and assuming the
Registration Statement shall have become effective pursuant to the provisions of
the Securities Act, we are of the opinion that the shares of Common Stock being
offered under the Plan, when issued and paid for in accordance with the
provisions of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher, LLP
--------------------------------
Gibson, Dunn & Crutcher, LLP
