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Exhibit 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
June 26, 2000
LifeMinders, Inc.
1110 Herndon Parkway
Herndon, VA 20170
Re: LifeMinders, Inc. - Registration Statement for Offering of an
Aggregate of 4,888,254 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 4,888,254 shares of the Company's common stock (the "Shares")
authorized for issuance under (i) the Company's 2000 Stock Incentive Plan (the
"Incentive Plan"), (ii) the Company's Employee Stock Purchase Plan (the
"Purchase Plan") and (iii) the WITI Corporation 1996 Stock Option Plan (the
"WITI Plan") (collectively, the "Plans"). The WITI Plan, and the outstanding
options thereunder, was assumed by the Company in connection with its
acquisition of WITI Corporation pursuant to an Agreement and Plan of
Reorganization dated March 29, 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 (i) the establishment and
implementation of the Incentive Plan and the Purchase Plan, and (ii) the
assumption of the WITI 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 Incentive Plan
or the WITI Plan and in accordance with the Registration Statement, or (b) the
provisions of duly authorized direct stock issuances under the Incentive Plan
and in accordance with the Registration Statement, or (c) the provisions of duly
authorized stock purchase rights issued under the Purchase Plan 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
Plans or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
