24/7 Real Media Inc – IPO: ‘S-1/A’ on 7/24/98 – EX-5.1

As of:  Friday, 7/24/98   ·   Accession #:  950146-98-1232   ·   File #:  333-56085

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Form S-1 Amendment                                   130    888K 
 2: EX-1.1      Purchase Agreement                                    24    113K 
 3: EX-1.2      Form of Lock-Up Agreement                              2     13K 
 4: EX-3.1      Amended and Restated Certificate of Incorporation      3     17K 
 5: EX-3.2      By-Laws of the Company                                10     39K 
 6: EX-5.1      Opinion re: Legality                                   2     12K 
 7: EX-10.1     1998 Stock Incentive Plan                             29    112K 
10: EX-10.16    Globalcenter Master Service Agreement                  8     34K 
11: EX-10.17    Operating Lease Agreement                              5     19K 
12: EX-10.18    Operating Lease Agreement                             12±    52K 
13: EX-10.19    Pledge and Security Agreement                          9     45K 
14: EX-10.20    Senior Convertible Note With Warrants Purchase        19     66K 
15: EX-10.21    Amended and Restated Stockholder's Agreement          19     72K 
 8: EX-10.3.2   Material Contract                                      4     16K 
 9: EX-10.6     Purchase Agreement Between K2 Design & 24/7 Media     18     66K 
16: EX-11.1     Computation of Loss Per Share                          1     10K 
17: EX-23.1     Accountants' Consent and Report on Schedule            2     11K 
18: EX-23.2     Consent of Arthur Andersen LLP                         1      8K 
19: EX-23.3     Consent of Arthur Andersen LLP                         1      8K 
20: EX-23.5     Consent of Media Metrix                                1      8K 
21: EX-23.6     Consent of Jupiter Communications                      1      8K 
22: EX-23.7     Consent of Idc                                         1      8K 
23: EX-23.8     Consent of Network Solutions                           1      8K 
24: EX-23.9     Consent of Direct Marketing Association                1      8K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                           July 24, 1998

24/7 Media, Inc.                                                                
1250 Broadway                                                                   
New York, New York 10001                                                        

Ladies and Gentlemen:                                                           

                You have requested our opinion in connection with the filing
by 24/7 Media, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission of a Registration Statement on Form S-1 (Registration   
Statement No. 333- 56085) (the "Registration Statement") under the Securities   
Act of 1933 (the "Securities Act") with respect to 3,737,500 shares of common   
stock, $.01 par value, of the Company ("Common Stock"). The Registration        
Statement relates to the proposed issuance and sale of 3,250,000 shares of      
Common Stock by the Company (the "Firm Shares") and the proposed sale of up to  
an additional 487,500 shares of Common Stock by the Company (the "Company Option
Shares").                                                                       

                  We have examined such records, documents and other instruments
as we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth. We have also assumed without investigation the authenticity of any   
document submitted to us as an original, the conformity to originals of any     
document submitted to us as a copy, the authenticity of the originals of such   
latter documents, the genuineness of all signatures and the legal capacity of   
natural persons signing such documents. We have also relied on certain matters  
contained in certificates of public officials and officers of the Company.      

                 Based upon the foregoing, we are of the opinion that the Firm
Shares and the Company Option Shares (to the extent issued and sold by the      
Company) have been duly authorized and, when issued, delivered and paid for in  
accordance with the                                                             

EX-5.1
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24/7 Media, Inc.                                                                
July 24, 1998                                                                   
Page 2                                                                          

underwriting agreement as described in the Registration Statement, will be      
validly issued, fully paid and non-assessable.                                  

                 The foregoing opinion relates only to matters of the internal
law of the State of New York and to the General Corporation Law of the State of 
Delaware and to the laws of the United States of America and does not purport to
express any opinion on the laws of any other jurisdiction.                      

                 We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our firm under the       
caption "Legal Matters" in the Prospectus contained in the Registration         
Statement. In so doing, we do not admit that we are in the category of persons  
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder.               

                                           Very truly yours,

                                               /s/Proskauer Rose LLP

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/24/98		1		2			None on these Dates
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