General Atlantic LLC – ‘SC 13D/A’ on 2/9/00 re: Priceline Group Inc. – EX-5

On:  Wednesday, 2/9/00   ·   Accession #:  950142-0-122   ·   File #:  5-56083

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D/A - Amendment No. 3                      11     43K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,      1      8K 
                          Liquidation or Succession                              
 3: EX-3        Articles of Incorporation/Organization or By-Laws      1      8K 
 4: EX-4        Instrument Defining the Rights of Security Holders     1      8K 
 5: EX-5        Opinion re: Legality                                   1      8K 
 6: EX-6        Opinion re: Discount on Capital Shares                 1      8K 
 7: EX-7        Opinion re: Liquidation Preference                     1      8K 

EX-5   —   Opinion re: Legality

741503106                                                    Page 15 of 17 Pages

                                                                       EXHIBIT 5

                                                                January 10, 2000

General Atlantic Partners 50, L.P.                                              
c/o General Atlantic Service Corporation                                        
3 Pickwick Plaza                                                                

Greenwich, CT  06380                                                            

Ladies and Gentlemen:                                                           

           In connection with the August 1999 public offering of 4.5 million
shares of common stock of priceline.com Incorporated, you agreed in a letter    
dated August 9, 1999 (the "Lock-Up Letter") to restrict your right to sell,     
dispose and engage in certain other transactions in the common stock and common 
stock equivalents of priceline.com during the period beginning on August 9, 1999
and ending 180 days after the date of the final prospectus relating to the      
offering. We are writing to release you from the restrictions set forth in the  
Lock-Up Letter with respect to the sale of 295,214 shares of common stock of    
priceline.com.                                                                  

            This release is subject to your agreement that the restrictions on
your right to sell, dispose or engage in certain other transactions in the      
common stock and common stock equivalents of priceline.com in the Lock-Up Letter
shall be extended through the period ending on May 8, 2000, except that you may 
sell, distribute, transfer or dispose of up to 15% of the common stock of       
priceline.com you own after giving effect to the sale permitted by this letter  
beginning on February 8, 2000.                                                  

           We have been advised by priceline.com that you will own 1,170,897
shares of common stock of priceline.com after giving effect to the sale         
permitted by this letter. Please sign below to acknowledge your acceptance of   
the terms of the release and the extension of the restrictions.                 

                   Very truly yours,

                            By: /s/ William J. Sanders
                                ----------------------
                            William J. Sanders
                           Managing Director

Accepted by:                                                                    
General Atlantic Partners 50, L.P.                                              
By: General Atlantic Partners, LLC, its general partner                         

By: /s/ William E. Ford                                                         
-------------------                                                     
William E. Ford                                                         
Managing Member                                                         

Dates Referenced Herein

This ‘SC 13D/A’ Filing		Date		Other Filings
		5/8/00		None on these Dates
Filed on:		2/9/00
		2/8/00
		1/10/00
		8/9/99
				List all Filings