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EXHIBIT 5
GIBSON, DUNN & CRUTCHER LLP
LAWYERS
One Montgomery Street
San Francisco, CA 94104
September 12, 2000
(415)393-8200 C 56320-00001
LookSmart, Ltd.
625 Second Street
San Francisco, California 94107
Re: Registration Statement on Form S-8 Pursuant to General Instruction E
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement"), which is to be filed with
the Securities and Exchange Commission pursuant to General Instruction E of Form
S-8, to register an additional 2,500,000 shares of common stock, par value
$0.001 per share (the "Additional Securities"), of LookSmart, Ltd., a Delaware
corporation (the "Company"), issuable under the Company's Amended and Restated
1998 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 has become effective pursuant to the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), it is our opinion
that the Additional Securities will, when issued, delivered and paid for
pursuant to and in accordance with the Plan, be validly issued, fully paid and
non-assessable.
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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 in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
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GIBSON, DUNN & CRUTCHER LLP
ksb/GJC
EX-23.1
3
CONSENT OF PricewaterhouseCoopers LLP
