July 20, 2000
Acacia Research Corporation
55 South Lake Avenue
Pasadena, California 91101
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement') to be filed by Acacia
Research Corporation, a Delaware corporation (the "Company"),
with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended,
of 3,000,000 shares of the Company's Common Stock, $.001 par
value, to be issued pursuant to the Company's 1996 Stock Option
Plan, as amended (the "Plan"). We have examined the proceedings
heretofore taken and to be taken in connection with the
authorization of the Plan and the Common Stock to be issued
pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact
and law as we have deemed relevant, we are of the opinion that
the Common Stock has been duly authorized by all necessary
corporate action on the part of the Company and, when issued
in accordance with such authorization, the provisions of the
Plan and relevant agreements duly authorized by and in
accordance with the terms of the Plan will be validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
