Forrester Research, Inc. – IPO: ‘S-1/A’ on 11/5/96 – EX-5

As of:  Tuesday, 11/5/96   ·   Accession #:  950135-96-4663   ·   File #:  333-12761

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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       Forrester Research, Inc. Form S-1/A                   63    364K 
 2: EX-1.1      Form of Underwriting Agreement                        26     98K 
 3: EX-3.1      Restated Certificate of Incorporation                  9     28K 
 4: EX-3.2      Bylaws of the Company, as Amended                     16     77K 
 5: EX-4        Specimen of Stock Certificate                          2     12K 
 6: EX-5        Opinion of Ropes & Gray                                2     11K 
 7: EX-10.2     Tax Indemnification Agreement                          8     25K 
 8: EX-10.7     First Amendment to the Cambridge Lease                 3     17K 
 9: EX-10.8     Second Amendment to the Cambridge Lease                4     23K 
10: EX-11       Computation of Pro Forma Per Share Earnings            1      8K 
11: EX-23.2     Consent of Arthur Andersen, LLP                        1      6K 
16: EX-27       Financial Data Schedule                                1     10K 
12: EX-99.1     Consent of Robert M. Galford                           1      6K 
13: EX-99.2     Consent of George Hornig                               1      6K 
14: EX-99.3     Consent of Christopher W. Mines                        1      6K 
15: EX-99.4     Consent of Michael Welles                              1      6K 

EX-5   —   Opinion of Ropes & Gray

EX-5
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                                                               Exhibit 5

[ROPES & GRAY LETTER HEAD]                                                      

                                          November 5, 1996

Forrester Research, Inc.                                                        
1033 Massachusetts Avenue                                                       
Cambridge, Massachusetts 02138                                                  

Ladies and Gentlemen:                                                           

This opinion is furnished to you in connection with a registration    
statement on Form S-1 (the "Registration Statement"), filed with the Securities 
and Exchange Commission (the "Commission") under the Securities Act of 1933, as 
amended, for the registration of 2,300,000 shares of Common Stock, $.01 par     
value (the "Shares"), of Forrester Research, Inc., a Delaware corporation (the  
"Company"). The Shares are to be sold pursuant to an underwriting agreement (the
"Underwriting Agreement") to be entered into among the Company and Goldman,     
Sachs & Co. and Robertson, Stephens & Company LLP, as representatives of the    
several underwriters named in Schedule I to the Underwriting Agreement.         

   We have acted as counsel for the Company in connection with the issue and
sale by the Company of the Shares. For purposes of our opinion, we have examined
and relied upon such documents, records, certificates and other instruments as  
we have deemed necessary.                                                       

    We express no opinion as to the applicability of compliance with or effect
of Federal law of the law of any jurisdiction other than The Commonwealth of    
Massachusetts and the General Corporation Law of the State of Delaware (the     
"Delaware General Corporation Law").                                            

   Based upon the foregoing, we are of the opinion that upon the filing with
the Secretary of State of the State of Delaware of the Company's Restated       
Certificate of Incorporation in the form approved by the Company's Board of     
Directors (the "Restated Certificate") and the sole stockholder of the Company, 
the Shares will have been duly authorized and, when issued and                  

EX-5
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Forrester Research, Inc.                                                        
November 5, 1996                                                                
Page 2                                                                          

sold by the Company in accordance with the terms of the Underwriting Agreement, 
will be validly issued, fully paid and nonassessable.                           

     We hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of our name therein and in the related prospectus under
the caption "Validity of Shares."                                               

  This opinion is to be used only in connection with the offer and sale of
the Shares while the Registration Statement is in effect.                       

                         Very truly yours,

                        /s/ Ropes & Gray

                    Ropes & Gray

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/5/96		1		2			None on these Dates
									List all Filings

18 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/03/24  Forrester Research, Inc.          10-Q        3/31/24   89:9.2M                                   Donnelley … Solutions/FA
 3/08/24  Forrester Research, Inc.          10-K       12/31/23  108:14M                                    Donnelley … Solutions/FA
11/08/23  Forrester Research, Inc.          10-Q        9/30/23   91:14M                                    Donnelley … Solutions/FA
 8/09/23  Forrester Research, Inc.          S-8         8/09/23    4:84K                                    Donnelley … Solutions/FA
 8/09/23  Forrester Research, Inc.          10-Q        6/30/23   91:16M                                    Donnelley … Solutions/FA
 5/09/23  Forrester Research, Inc.          10-Q        3/31/23   92:14M                                    Donnelley … Solutions/FA
 3/10/23  Forrester Research, Inc.          10-K       12/31/22  111:19M                                    Donnelley … Solutions/FA
11/04/22  Forrester Research, Inc.          10-Q        9/30/22   83:16M                                    Donnelley … Solutions/FA
 8/05/22  Forrester Research, Inc.          10-Q        6/30/22   83:15M                                    Donnelley … Solutions/FA
 5/26/22  Forrester Research, Inc.          S-8         5/26/22    4:54K                                    Donnelley … Solutions/FA
 5/06/22  Forrester Research, Inc.          10-Q        3/31/22   82:11M                                    Donnelley … Solutions/FA
 3/10/22  Forrester Research, Inc.          10-K       12/31/21  113:18M                                    Donnelley … Solutions/FA
11/05/21  Forrester Research, Inc.          10-Q        9/30/21   85:15M                                    Donnelley … Solutions/FA
 8/06/21  Forrester Research, Inc.          10-Q        6/30/21   79:13M                                    Donnelley … Solutions/FA
 5/06/21  Forrester Research, Inc.          10-Q        3/31/21   80:9.6M                                   ActiveDisclosure/FA
 3/11/21  Forrester Research, Inc.          10-K       12/31/20  111:18M                                    ActiveDisclosure/FA
11/06/20  Forrester Research, Inc.          10-Q        9/30/20   85:14M                                    ActiveDisclosure/FA
 8/10/20  Forrester Research, Inc.          10-Q        6/30/20   85:14M                                    ActiveDisclosure/FA