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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
May 30, 2000
ARTISTdirect, Inc.
5670 Wilshire Boulevard, Suite 200
Los Angeles, CA 90036
Re: ARTISTdirect, Inc.-Registration Statement for Offering of an
Aggregate of 7,000,000 Shares of Common Stock
Dear Ladies and Gentlemen:
We have acted as counsel to ARTISTdirect, 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
aggregate of 7,000,000 shares of common stock (the "Shares") issuable under the
Company's 1999 Employee Stock Option Plan and 1999 Employee Stock Purchase Plan
(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 and
amendment 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 stock option agreements duly
authorized under the 1999 Employee Stock Option Plan and in accordance with the
Registration Statement, or (b) the provisions of duly authorized stock purchase
rights issued under the Employee Stock Purchase 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,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
