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EXHIBIT 5
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215-6194
Telephone: 614/227-2000
Facsimile: 614/227-2100
September 18, 2000
FindWhat.com
121 West 27th Street, Suite 903
New York, NY 10001
Re: Registration Statement on Form S-8
FindWhat.com 1999 Stock Incentive Plan (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for FindWhat.com, a Nevada corporation
("FindWhat"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement"), filed by FindWhat with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
registration of 1,975,000 shares of FindWhat Common Stock, $.001 par value (the
"Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate records,
documents and other instruments of the registrant as we have deemed necessary.
Based on the foregoing, we are of the opinion that the Shares will, when
issued and paid for in accordance with the provisions of the Plan, be legally
issued, fully paid and nonassessable, and entitled to the benefits of the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP
