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.
