EXHIBIT 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
One Beacon Street
Boston, Massachusetts 02108-3194
Telephone No.: (617) 573-4800
Facsimile No.: (617) 573-4822
December 29, 2000
CMGI, Inc.
100 Brickstone Square
Andover, Massachusetts 01810
Re: CMGI, Inc. Form S-3
Ladies and Gentlemen:
We have acted as special counsel to CMGI, Inc., a Delaware
corporation (the "Company"), in connection with the registration for resale
under the Securities Act of 1933, as amended (the "Act"), of a good-faith
estimate of 19,448,486 shares (the "Shares") of common stock, par value
$0.01 per share ("Common Stock"), of the Company. The Shares may be issued
in payment of some or all of the principal and interest owed on the
promissory notes (the "Notes") issued by the Company in connection with the
Company's purchase of a controlling interest in Tallan, Inc., on March 31,
2000.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of: (i)
the Registration Statement on the Form S-3 as filed with the Securities and
Exchange Commission (the "Commission") on December 19, 2000 under the Act
and the Amendment No. 1 thereto as filed with the Commission on the date
hereof under the Act (collectively, the "Registration Statement"); (ii) the
Notes, each representing a valid and binding obligation, enforceable in
accordance with its terms; (iii) a specimen certificate representing the
Common Stock; (iv) the Restated Certificate of Incorporation of the
Company, as presently in effect; (v) the Restated By-Laws of the Company,
as presently in effect; and (vi) certain resolutions of the Board of
Directors of the Company relating to the issuance and sale of the Shares
and related matters. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company
and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of
all natural persons, 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 certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
making our examination of documents executed or to be executed by parties
other than the Company, we have assumed that such parties had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect thereof on such parties.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
Members of our firm are admitted to the bar in the State of
Delaware, and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly authorized and when issued in
payment of the Notes will be validly issued and fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement, and to the
incorporation by reference of this opinion in any related abbreviated
registration statement pursuant to Rule 462(b) under the Securities Act. We
also consent to the reference to our firm under the caption "Legal Matters"
in the Registration Statement. In giving this consent, we do not thereby
admit that we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
