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EXHIBIT 5.1
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
June 8, 2000
ValueClick, Inc.
6450 Via Real
Carpinteria, California 93013
Re: ValueClick, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ValueClick, 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
4,000,000 shares of the Company's Common Stock (the "Shares") and related stock
options under the Company's 1999 Stock Option Plan.
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
establishment of the Plan. 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 option agreements duly
authorized under the Plan and in accordance with the Registration Statement,
or (b) duly authorized direct stock issuances in accordance with 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
5.1 to the Registration Statement. In giving this 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 of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder,
or Item 509 of Regulation S-K.
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,
BROBECK, PHLEGER & HARRISON LLP
