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Exhibit 5
Reed Smith LLP
December 29, 2000
Promotions.com, Inc.
450 33rd Street, 7th floor
New York, NY 10011
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about December
29, 2000 (the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of 2,250,000 shares of your Common
Stock, par value $.01 (the "Shares"), 1,250,000 of which are to be issued under
your 1999 Equity Compensation Plan and 1,000,000 of which are to be issued under
your Employee Stock Purchase Plan (together with the 1999 Equity Compensation
Plan, the "Plans").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5)(i) of Regulation S-K.
We have examined instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to us as copies; and
(c) the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed.
Based on such examination, 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 provisions of the Plans and in accordance with the
Registration Statement, the Shares will have been legally issued, fully paid and
nonassessable.
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 you,
the Plans or the Shares.
2500 One Liberty Place Delaware
1650 Market Street New Jersey
Philadelphia, PA 19103-7301 New York
215.851.8100 Pennsylvania
Fax 215.851.1420 Virginia
Washington, DC
Formed in the Commonwealth of Pennsylvania r e e d s m i t h . c o m
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Promotions.com, Inc. Reed Smith LLP
December 29, 2000
Page 2
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including any Prospectus constituting a
part thereof, and any amendments thereto.
Our opinion expressed herein is limited to the General
Corporation Law of the State of Delaware and the federal law of the United
States.
Respectfully submitted,
/S/ Reed Smith LLP
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REED SMITH LLP
MBP/DJC//CEE
