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Exhibit 5
June 30, 2000
DDi Corp.
1220 Simon Circle
Anaheim, CA 92806
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, on or
about the date hereof for the registration of 7,478,588 shares of Common Stock,
$.01 par value (the "Shares"), of DDi Corp., a Delaware corporation (the
"Company"). The Shares are issuable under the Company's 2000 Equity Incentive
Plan, the Employee Stock Purchase Plan, the 1997 Details, Inc. Equity Incentive
Plan, the Details, Inc. 1996 Employee Stock Option Plan, the Details, Inc. 1996
Performance Stock Option Plan, the Details Holdings Corp.-Dynamic Circuits 1996
Stock Option Plan and the Details Holdings Corp.-Dynamic Circuits 1997 Stock
Option Plan (each a "Plan" and together the "Plans").
We are familiar with the actions taken by the Company in connection with
the Plans. For purposes of our opinion, we have examined and relied upon such
documents, records, certificates and other instruments as we have deemed
necessary.
Based on the foregoing, we are of the opinion that, when the Shares have
been issued and sold and consideration received therefor by the Company in
accordance with the terms of the applicable Plan, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection with
the offer and sale of Shares while the Registration Statement is in effect.
Very truly yours,
/S/ Ropes & Gray
Ropes & Gray
