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Exhibit 5
OPINION AS TO LEGALITY OF SHARES BEING REGISTERED
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
617 542 6000
617 542 2241 fax
October 20, 2000
Alloy Online, Inc.
115 West 30th Street, #201
New York, NY 10001
Ladies and Gentlemen:
We have acted as counsel to Alloy Online, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act of 1933, as amended, of a total of 4,000,000
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock") under the Company's Restated 1997 Employee, Director and Consultant
Stock Option Plan (the "Plan"). This opinion is being rendered in connection
with the filing of the Registration Statement. All capitalized terms used herein
and not otherwise defined shall have the respective meanings given to them in
the Registration Statement.
In connection with this opinion, we have examined the Company's
Restated Certificate of Incorporation and Restated Bylaws, both as currently in
effect; such other records of the corporate proceedings of the Company and
certificates of the Company's officers as we have deemed relevant; and the
Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the Shares
have been duly and validly authorized by the Company and (ii) the Shares, when
sold in accordance with the provisions of the Plan, will have been duly and
validly issued, fully paid and non-assessable shares of the Common Stock, free
of preemptive rights.
Our opinion is limited to the General Corporation Laws of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
