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Exhibit 5
HALE AND DORR LLP
COUNSELLORS AT LAW
www.haledorr.com
60 STATE STREET BOSTON, MASSACHUSETTS 02109
617-526-6000 FAX 617-526-5000
January 16, 2001
Engage, Inc.
100 Brickstone Square
Andover, Massachusetts 01810
Re: Engage, Inc. 1995 EQUITY INCENTIVE PLAN
Ladies and Gentlemen:
We have assisted in the preparation of a registration statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 8,504,186 shares of Common Stock,
$.01 par value per share (the "Shares"), of Engage, Inc., a Delaware corporation
(the "Company"), issuable under the Company's 1995 Equity Incentive Plan, as
amended (the "Plan").
We have examined the Second Amended and Restated Certificate of Incorporation,
as amended to date and the Amended and Restated Bylaws, as amended to date of
the Company and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and stockholders of the
Company, the Registration Statement and such other documents relating to the
Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the completeness
and accuracy of all corporate records provided to us, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies, the
authenticity of the originals of such latter documents and the legal competence
of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale
of the Shares in accordance with the Plan, to register and qualify the Shares
for sale under all applicable state securities or "blue sky" laws.
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We express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of the Commonwealth of Massachusetts, the General
Corporation Law of the state of Delaware and the federal laws of the United
States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorized for issuance and, when the Shares are issued and paid
for in accordance with the terms and conditions of the Plan, the Shares will be
validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only by the Company in
connection with the offer and sale of the Shares under the Securities Act while
the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein under the caption "Interests of Named Experts and Counsel." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
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HALE AND DORR LLP
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