LATHAM & WATKINS LLP Sears Tower, Suite 5800 233 S. Wacker Dr. Chicago, Illinois 60606 Tel: (312) 876-7700 Fax (312) 993-9767 www.lw.com FIRM / AFFILIATE OFFICES June 28, 2004 Boston Brussels Chicago Frankfurt Hamburg Hong Kong London Los Angeles...Agreement and Plan of Merger • June 28th, 2004 • Cmgi Inc • Services-direct mail advertising services
We have acted as counsel to CMGI, Inc., a Delaware corporation (“Parent”), in connection with the proposed merger (the “Merger”) of Westwood Acquisition, Corp., a Delaware corporation wholly-owned by Parent (“Merger Sub”), with and into Modus Media, Inc., a Delaware corporation (the “Company”), pursuant to an Agreement and Plan of Merger by and among the Parent, Merger Sub and the Company dated as of March 23, 2004 (the “Merger Agreement”). This opinion is being delivered in connection with the Parent’s Registration Statement on Form S-4 relating to the proposed Merger pursuant to the Merger Agreement (the “Registration Statement”) to which this opinion appears as an exhibit. Capitalized terms not defined herein have the meanings specified in the Merger Agreement.
FIRM/AFFILIATE OFFICES Boston New Jersey Brussels New York Chicago Northern Virginia Frankfurt Orange County Hamburg Paris Hong Kong San Diego London San Francisco Los Angeles Silicon Valley Milan Singapore Moscow Tokyo Washington, D.C. December 23,...Agreement and Plan of Merger • December 23rd, 2004 • Coventry Health Care Inc • Hospital & medical service plans