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EXHIBIT 5
OPINION OF COUNSEL
[LETTERHEAD OF HARRIS BEACH LLP]
November 2, 2000
Harris Interactive Inc.
135 Corporate Woods
Rochester, New York 14623
Ladies and Gentlemen:
We have acted as counsel to Harris Interactive Inc., a Delaware
corporation (the "Company"), in connection with the filing of the Company's
registration statement on Form S-8 with the Securities and Exchange Commission
on November 2, 2000 (the "Registration Statement"), under the Securities Act of
1933, as amended. The Registration Statement is being filed in connection with
the Company's offering of up to 1,500,000 additional shares of Common Stock (the
"Shares") pursuant to the Company's Long-Term Incentive Plan (the "Plan"), such
that the Company is authorized to issue up to 2,750,000 shares of Common Stock
pursuant to the Plan. The Registration Statement incorporates by reference the
contents of the Company's registration statement on Form S-8 (File No.
333-31778), filed with the Securities and Exchange Commission on March 6, 2000.
We are familiar with the proceedings to date with respect to such
offering and have examined such records, documents and matters of law and
satisfied ourselves as to such matters of fact as we have considered relevant
for purposes of this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies. We have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.
We are of the opinion that, when the Shares shall have been issued and
sold on the terms contemplated by the Plan, and the Registration Statement shall
have become effective, the Shares will be legally issued, fully paid and
non-assessable.
This opinion shall be limited to the Delaware General Corporation Law
and the federal securities laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Harris Beach LLP
HARRIS BEACH LLP
