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July 31, 2000
EXHIBIT 5
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: INSIGHT ENTERPRISES, INC. 1998 LONG-TERM INCENTIVE PLAN AND 1999
BROAD BASED EMPLOYEE STOCK OPTION PLAN
Dear Ladies and Gentlemen:
We have acted as counsel to Insight Enterprises, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
relating to the registration of 3,600,000 shares of its Common Stock, $.01 par
value (the "Shares"), issuable pursuant to the Company's 1998 Long-Term
Incentive Plan and its 1999 Broad Based Employee Stock Option Plan (collectively
the "Plans").
In that connection, we have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws of the Company.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validity existing as a
corporation under the laws of the State of Delaware.
2. The Shares, when issued and sold in accordance with the terms of the
Plans, will be validity issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Snell & Wilmer
