EXHIBIT 5
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GAP COINVESTMENT PARTNERS, L.P.
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
December 30, 1998
POWER OF ATTORNEY
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The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited
partnership, with its principal office at 0 Xxxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxxxxx, Xxxxxx Xxxxxx of America (the "Partnership"), by its Managing
General Partner, Xxxxxx X. Xxxxxxx, a U.S. citizen of full legal age, domiciled
at 00 Xxxxxx Xxxxx, Xxxxxxxxx XX 00000, hereby constitutes and appoints Xxxxxx
X. Xxxxxx, a U.S. citizen, of full legal age, domiciled at 000 Xxxx 00xx Xxxxxx,
Xxx. 0, Xxx Xxxx, XX 00000, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Partnership as
fully to all intents and purposes as a General Partner might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done. This power of attorney shall expire on December
31, 1999.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Xxxxxx X.
Xxxxxxx, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Xxxxxx Xxxxxx
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NOTARY PUBLIC
My commission expires August 31, 2001