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WILLKIE FARR & GALLAGHER
787 Seventh Avenue
New York, NY 10019-6099
June 7, 2000
internet.com Corporation
23 Old Kings Highway South
Darien, CT 06820
Ladies and Gentlemen:
We have acted as counsel to internet.com Corporation (the "Company"), a
corporation organized under the laws of the State of Delaware, with respect to
the Company's Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission on or
about June 7, 2000, in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), by the Company of an aggregate of 4,000,000
shares (the "Company Shares") of the Company's common stock, par value $0.01 per
share, issuable under the internet.com Corporation 1999 Stock Incentive Plan
(the "Plan").
We have examined copies of the Amended and Restated Certificate of Incorporation
and By-Laws of the Company, the Registration Statement and all resolutions
adopted by the Company's Board of Directors. We have also examined such other
documents, papers, statutes and authorities as we have deemed necessary to form
a basis for the opinion hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company.
Based on the foregoing, we are of the opinion that, when the Registration
Statement has become effective under the Act, the Company Shares, when duly
issued, sold and paid for in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
We are qualified to practice law in the State of New York and do not purport to
be experts on, or to express any opinion herein, concerning any law, other than
the laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not
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thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ Willkie Farr & Gallagher
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