<PAGE> 1
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP.
June 23, 2000
Jupiter Communications, Inc.
627 Broadway
New York, NY 10012
Re: Jupiter Communications, Inc. (the "Company") Registration
Statement for Offering of an Aggregate of 61,448 Shares of Common
Stock
------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Jupiter Communications, Inc., a Delaware
corporation (the "Company") in connection with the registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of 61,448 shares of the Company's common stock (the "Shares")
authorized for issuance under the Internet Research Group (formerly,
Collaborative Marketing, Inc.) 1999 Stock Option Plan (the "Plan"). The Plan,
and the outstanding options thereunder, have been assumed by the Company in
connection with its acquisition of Internet Research Group pursuant to an
Agreement and Plan of Reorganization dated February 28, 2000.
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 assumption of the Plan.
Based on such review, we are of the opinion that, if, as and when the Shares
are issued and sold (and the consideration therefor received) pursuant to the
provisions of option agreements duly authorized 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
