Exhibit 5
[MORRISON & FOERSTER LLP]
June 9, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Organic, Inc.
Registration Statement on Form S-8 (1997 Stock Option Plan)
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Dear Ladies and Gentlemen:
As general counsel to Organic, Inc., a Delaware corporation (the
"Company"), we are familiar with the corporate proceedings and actions
taken in connection with the registration under the Securities Act of 1933
of the 13,202,289 shares of common stock, $0.0001 par value (the "Common
Stock"), of the Company available for issuance under the Company's 1997
Stock Option Plan (the "1997 Plan").
We have examined the 1997 Plan, the Company's Amended and Restated
Certificate of Incorporation and the Company's Amended and Restated Bylaws.
We have also examined such other documents, records and certificates of the
Company as we consider necessary for the purposes of rendering this
opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a duly organized and validly existing corporation
under the laws of the State of Delaware.
2. The Common Stock to be issued pursuant to the 1997 Plan has been
duly authorized and will, upon due issuance thereof, be validly
issued, fully paid and nonassessable in accordance with the terms
of the 1997 Plan.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8 being filed in connection with the
1997 Plan.
Very truly yours,
/s/ Morrison & Foerster LLP
cc: Margaret Maxwell Zagel, Organic, Inc.
