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EXHIBIT 5
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August 31, 2000
The Board of Directors
nutrisystem.com inc.
202 Welsh Road
Horsham, Pennsylvania 19044
Gentlemen:
We have acted as counsel to nutrisystem.com inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relating to the offer and
sale by the Company of up to an aggregate of 5,600,000 shares (the "Shares") of
Common Stock, par value $.001, of the Company, which 1,000,000 Shares are being
offered and sold pursuant to the Company's 1999 Equity Incentive Plan, 4,100,000
Shares are being offered and sold pursuant to the Company's 2000 Equity
Incentive Plan and 500,000 shares are being offered and sold pursuant to the
Company's 2000 Equity Incentive Plan for Outside Directors and Consultants
(collectively, the "Plans").
As counsel to the Company, we have supervised all corporate proceedings in
connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Certificate of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares, when
issued in accordance with the terms and conditions of each of the Plans, will be
duly authorized, legally and validly issued and outstanding and fully paid and
nonassessable.
We hereby consent to the use of this opinion in the Registration
Statement, and we further consent to the reference to us under the heading
"Interests of Named Experts and Counsel" in the Registration Statement.
Sincerely,
/s/ Duane, Morris & Heckscher LLP
DUANE, MORRIS & HECKSCHER LLP
