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EXHIBIT 5
[LETTERHEAD OF MARTIN, LUCAS & CHIOFFI, LLP]
August 30, 2000
eUniverse, Inc.
101 North Plains Industrial Road
Wallingford, Connecticut 06492
Dear Sirs:
We have acted as counsel for eUniverse, Inc. ("EUI") in connection with
the registration of 796,500 shares of EUI's Common Stock, $.001 par value
("Common Stock") issued to Take-Two Interactive Software, Inc. (collectively,
the "Registrable Securities"), as described in the Company's Prospectus (the
"Prospectus") contained in the Form S-3 Registration Statement (the
"Registration Statement"), filed on equal date herewith with the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended.
In connection with this opinion, we have reviewed and relied upon the
originals or copies of the Registration Statement, all documents, certificates
and such corporate documents and records of EUI and certificates of public
officials and other documents concerning EUI, and received such information from
officers and representatives of EUI as we have deemed necessary or appropriate
for the purposes of this opinion (collectively, the "Documents"). In addition,
we have investigated such questions of law as we have deemed necessary or
appropriate for the purposes of this opinion. Except as expressly provided
herein, in connection with rendering this opinion, as to factual matters we have
relied only upon the representations and warranties of EUI contained in the
Documents, which are deemed to have been made to us by EUI. Otherwise, we have
not undertaken any independent investigation to determine the existence or
absence of any facts and no inference as to our knowledge concerning any facts
should be drawn as a result of the representation undertaken by us.
In making our examination of the Documents, and any documents, records,
agreements, certificates and instruments in connection with the opinions
expressed herein, we have assumed the following and have relied upon such
assumptions in rendering this opinion:
(i) the genuineness of all signatures other than those of any
officers or directors of EUI;
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MARTIN, LUCAS & CHIOFFI, LLP
eUniverse, Inc.
August 30, 2000
Page 2
(ii) the authenticity, accuracy and completeness of all items
submitted to us as originals;
(iii) the conformity to the authentic originals of all items submitted
to us as copies, the authenticity, accuracy and completeness of
the originals of such copies, and the legal capacity of all
natural persons executing any such documents;
(iv) that there are no oral or written modifications of or amendments
to any of the documents reviewed by us (except, with respect to
written modifications or amendments, to the extent we have
reviewed the same) and that there have been no waivers of any of
the provisions of such documents by actions or conduct of the
parties or otherwise;
(v) that all public records reviewed by us are accurate and complete.
As to certificates given by public officials, we have assumed the
same to have been properly given and to be complete and accurate
in all respects; and
(vi) that insofar as any obligation fails to be performed in the
jurisdiction of any state other than the State of Connecticut,
its performance will not be illegal or ineffective by virtue of
the laws of that state.
The opinions expressed below are based on and rely upon the current
state of the applicable laws, rules and regulations of the State of Connecticut
and the United States of America and in all respects are subject to and may be
limited by future legislation, as well as by developing case law. We assume no
obligation to supplement the opinions set forth herein if any laws, rules and
regulations applicable to EUI take effect or change after the date hereof, or if
we become aware of any facts that might change any opinion expressed herein
after the date hereof.
For the purpose of the opinions expressed below, we have assumed that
the Documents will be governed by the substantive laws of the State of
Connecticut (excluding Connecticut law pertaining to choice of law).
Based upon the foregoing, and subject to the qualifications and
exceptions heretofore and hereinafter set forth, we are of the opinion that the
Registrable Securities are legally issued, fully paid and non-assessable.
We consent to the filing of this letter as Exhibit 5 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus that is a part of the Registration Statement. This
letter is solely for the benefit of EUI in connection with the
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MARTIN, LUCAS & CHIOFFI, LLP
eUniverse, Inc.
August 30, 2000
Page 3
transactions described above, and may not be quoted by or relied upon by, nor
may copies be delivered to, any other person, or used for any other purpose,
without our express prior written consent. No opinion is implied or is to be
inferred beyond the opinions expressly stated herein.
Very truly yours,
Martin, Lucas & Chioffi, LLP
By /s/ Christopher G. Martin
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Christopher G. Martin
Managing Partner
