NETZERO INC
S-8, EX-5, 2000-07-24
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
Previous: NETZERO INC, S-8, 2000-07-24
Next: NETZERO INC, S-8, EX-23.1, 2000-07-24



<PAGE>


                                    EXHIBIT 5

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP



                                  July 21, 2000



NetZero, Inc.
2555 Townsgate Road
Westlake Village, California 91361

    Re: NetZero, Inc. - Registration Statement for Offering of an Aggregate
        of 4,715,751 Shares of Common Stock

Dear Ladies and Gentlemen:

          We have acted as counsel to NetZero, Inc., 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 4,715,751 shares of common stock (the "Shares") authorized for
issuance in the aggregate under the Company's Employee Stock Purchase Plan
and the 1999 Stock Incentive Plan (collectively, the "Plans").

          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
Plans. 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 (a) the provisions of option agreements or stock purchase rights
duly authorized under the Plans and in accordance with the Registration
Statement, or (b) duly authorized direct stock issuances under the 1999 Stock
Incentive 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
Plans or the Shares.



                                Very truly yours,


                                BROBECK, PHLEGER & HARRISON LLP



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission