EXHIBIT 23.5
Consent of Coudert Brothers
July 24, 2000
Styleclick, Inc.
152 West 57th Street
New York, New York 10019
Re: Styleclick, Inc.
Form S-8 Registration Statement
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Ladies and Gentlemen:
We acted as counsel for Styleclick.com Inc., a California corporation
("Old Styleclick"), in connection with the S-4 Registration Statement filed by
Styleclick, Inc. ("New Styleclick") with the Securities and Exchange Commission
(the "S-4 Registration Statement") with respect to the shares of Class A common
stock, par value $0.01 per share, of New Styleclick proposed to be issued in
connection with the Amended and Restated Agreement and Plan of Merger dated as
of March 23, 2000 (the "Merger Agreement"), entered into by and among Old
Styleclick, Internet Shopping Network LLC ("ISN") and USANi Sub LLC, pursuant to
which a subsidiary of New Styleclick will be merged with and into Old Styleclick
(the "Old Styleclick Merger") and a subsidiary of New Styleclick will be merged
with and into ISN.
In connection with the Merger Agreement, we delivered our opinion as to
the United States Federal income tax consequences of the Old Styleclick Merger.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of New Styleclick of our opinion as to the United States
Federal Income tax consequences of the Old Styleclick Merger filed as an exhibit
to the S-4 Registration Statement (No. 333-33194) and also to the incorporation
by reference into that Registration Statement on Form S-8 of the reference to
Coudert Brothers under the captions "THE PROPOSED TRANSACTIONS--Material Federal
Tax Consequences" and "EXPERTS" in the Proxy Statement/Prospectus which formed a
part of the S-4 Registration Statement.
Very truly yours,
/s/ COUDERT BROTHERS
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COUDERT BROTHERS
