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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
January 4, 2001
ARTISTdirect, Inc.
5670 Wilshire Boulevard, Suite 200
Los Angeles, CA 90036
Re: ARTISTdirect, Inc.-Registration Statement for Offering of an
Aggregate of 20,907 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 20,907 shares of common stock (the "Shares") reserved for issuance
pursuant to outstanding options under the Mjuice.com, Inc. 1999 Stock Option
Plan and the Audio Explosion, Inc. 1998 Stock Option Plan (the "Plans"), each as
assumed by the Company in connection with the Company's acquisition of
Mjuice.com, Inc.
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 Company's assumption of
the Plans and the outstanding options thereunder. 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 the provisions of option
agreements duly authorized under the Plans 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
