EXHIBIT 5.1
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
July 17, 2000
Individual Investor Group, Inc.
125 Broad Street
14th Floor
New York, New York 10004
Dear Sirs:
Reference is made to the Registration Statement on Form S-8 ("Registration
Statement") filed by Individual Investor Group, Inc. ("Company"), a Delaware
corporation, under the Securities Act of 1933, as amended ("Act"), with respect
to an aggregate of 1,000,000 shares of common stock, par value $.01 per share
("Common Stock"), to be offered by the Company under the Company's 2000
Performance Equity Plan ("2000 Plan").
We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company. We have also assumed that in granting
future awards under the 2000 Performance Equity Plan, the Board of Directors of
the Company or the appropriate committee thereunder will exercise its discretion
in establishing the terms of such awards within the permissible limits of the
law of the State of Delaware.
Based upon the foregoing, it is our opinion that the Common Stock to be
issued by the Company under the 2000 Plan, when sold in accordance with the
terms of the 2000 Plan and the individual instruments governing their issuance,
will be legally issued, fully paid and nonassessable, although they may be
subject to contractual restrictions established by the 2000 Plan or the
individual instrument.
In giving this opinion, we have assumed that all certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's transfer agent and registered by the
Company's registrar, if necessary, and will conform, except as to denominations,
to specimens which we have examined.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel and to all
references made to us in the Registration Statement and in the Prospectus
forming a part thereof. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Graubard Mollen & Miller
GRAUBARD MOLLEN & MILLER
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