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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
September 29, 2000
LifeMinders, Inc.
1110 Herndon Parkway
Herndon, VA 20170
Re: LifeMinders, Inc. - Registration Statement for Offering of an
Aggregate of 249,206 Shares of Common Stock
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Dear Ladies and Gentlemen:
We have acted as counsel to LifeMinders, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
an aggregate of 249,206 shares of the Company's common stock (the "Shares")
authorized for issuance under the Smartray Network, Inc. Stock Option and
Restricted Stock Purchase Plan (the "Plan"). The Plan, together with the
outstanding options thereunder, was assumed by the Company in connection with
its acquisition of Smartray Network, Inc. pursuant to an Agreement and Plan of
Reorganization dated August 2, 2000.
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the assumption of
the Plan and the outstanding options thereunder. Based on such review, we are of
the opinion that, if, as and when the Shares have been issued and sold (and the
consideration therefor received) pursuant to (a) the provisions of stock option
agreements duly authorized under the Plan and in accordance with the
Registration Statement, or (b) the provisions of duly authorized direct stock
issuances under the Plan and in accordance with the Registration Statement, such
Shares will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plan or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
