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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
July 13, 2000
Uproar Inc.
240 West 35th Street
New York, New York 10001
Re: Uproar Inc. - Registration Statement for Offering of an Aggregate
of 7,500,840 Shares of Common Stock
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Dear Ladies and Gentlemen:
We have acted as counsel to Uproar 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
(i) six million seven hundred and fifty thousand (6,750,000) shares of the
Company's common stock for issuance under the Company's 2000 Stock Incentive
Plan, (ii) six hundred forty-two thousand eight hundred and eighty (642,880)
options granted to certain individual pursuant to written compensation
agreements (the "Options") and (iii) one hundred and seven thousand nine hundred
and sixty (107,960) shares of common stock under the PrizePoint Entertainment
Corporation 1998 Stock Option Plan (collectively 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 implementation 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 Plans and in accordance with the
Registration Statement, or (b) duly authorized direct stock issuances under the
2000 Stock Incentive Plan effected 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 Options.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
