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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
July 27, 2000
AGENCY.COM Ltd.
20 Exchange Place, 15th Floor
New York, New York 10005
Re: AGENCY.COM LTD.- REGISTRATION STATEMENT ON FORM S-8
Dear Ladies and Gentlemen:
We have acted as counsel to AGENCY.COM Ltd., 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
additional 1,045,489 shares of Common Stock (the "Shares") authorized for
issuance under the Company's 1999 Stock Option/Stock Issuance Plan (the "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 and the increase to the share reserve 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 the (a) provisions of
option agreements duly authorized under the Plan and in accordance with the
Registration Statement or (b) provisions of duly authorized stock issuances
effected under 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 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
Plan, or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
