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EXHIBIT 5
August 3, 2000
Net Perceptions, Inc.
7901 Flying Cloud Drive
Minneapolis, Minnesota 55344
Re: Net Perceptions, Inc. (the "Company")
Registration Statement for
an aggregate of 500,000 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 500,000 shares of
Common Stock available for issuance under the Company's 2000 Stock Plan. We
advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the 2000 Stock Plan and in accordance
with the Registration Statement, such shares will be validly issued, fully paid
and nonassessable shares of Net Perceptions, Inc.'s Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
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Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
