[Xxxxx Xxxxxxx Xxxxxxx & Xxxxx Letterhead]
November 2, 2000
NetCreations, Inc.
000 Xxxx Xxxxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Re: Proposed merger (the 'Merger'), as described in the Agreement and Plan
of Merger and Reorganization (the 'Merger Agreement'), dated as of
October 2, 2000, by and among DoubleClick, Inc. ('Parent'),
NetCreations, Inc. ('Company') and Genesis Merger Sub, Inc. ('Merger
Sub').
Ladies and Gentlemen:
We have acted as counsel to the Company in connection with the transactions
contemplated by the Merger Agreement. All capitalized terms used herein, unless
otherwise specified, shall have the meanings ascribed to them in the Merger
Agreement.
In rendering our opinion, we have examined and relied upon the accuracy and
completeness of the facts, information, covenants and representations contained
in originals or copies, certified or otherwise identified to our satisfaction,
of the Merger Agreement, the proxy statement/prospectus pursuant to which
NetCreations shareholders will be asked to approve the Merger ('Proxy
Statement/Prospectus') and such other documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. Our opinion assumes,
among other things, the accuracy as of the date hereof, and the accuracy as of
the Effective Time, of such facts, information, covenants, statements and
representations, as well as an absence of any change in the foregoing that are
material to such opinion between the date hereof and the Effective Time.
We have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
documents. We have also assumed that the transactions related to the Merger or
contemplated by the Merger Agreement that are to be consummated at the Effective
Time will be consummated at the Effective Time in accordance with the Merger
Agreement. In addition, our opinion is expressly conditioned on, among other
things, the accuracy as of the date hereof, and the accuracy as of the Effective
Time, of statements and representations contained in certificates executed by
officers of Parent and the Company as to certain facts relating to, and
NetCreations, Inc.
November 2, 2000
Page 2
knowledge and intentions of, Parent, the Company and Merger Sub and certain
facts relating to the Merger.
In rendering our opinion, we have considered the applicable provisions of
the U.S. Internal Revenue Code of 1986, as amended (the 'Code'), Treasury
Regulations promulgated thereunder by the Treasury Department (the
'Regulations'), pertinent judicial authorities, rulings of the U.S. Internal
Revenue Service and such other authorities as we have considered relevant. It
should be noted that the Code, the Regulations, judicial decisions,
administrative interpretations and such other authorities are subject to change
at any time and, in some circumstances, with retroactive effect. A material
change in any of the authorities upon which our opinion is based could affect
our conclusions stated herein. In addition, there can be no assurance that the
Internal Revenue Service would not take a position contrary to that which is
stated in this opinion letter.
Based upon and subject to the foregoing, we are of the opinion that the
Merger will constitute a tax-free reorganization for United States federal
income tax purposes under the provisions of Section 368(a) of the Code.
Except as set forth above, we express no opinion to any party as to any
consequences of the Merger or any transactions related thereto. We are
furnishing this opinion to you solely in connection with the transactions
contemplated by the Merger Agreement, and it is not to be used, relied upon,
circulated, quoted or otherwise referred to by any other person for any other
purpose without our prior written consent. This opinion is expressed as of the
date hereof, and we disclaim any undertaking to advise you of any subsequent
changes of the matters stated, represented or assumed herein or any subsequent
changes in applicable law.
We hereby consent to (i) the filing of this opinion as an exhibit to the
Proxy Statement/Prospectus (ii) the reference to Xxxxx Xxxxxxx Xxxxxxx &
Xxxxx LLP under the heading 'Federal Income Tax Considerations' contained in
the Proxy Statement/Prospectus and (iii) the reference to Xxxxx Xxxxxxx Xxxxxxx
& Xxxxx LLP under the heading "Legal Matters" contained in the Proxy
Statement/Prospectus. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.
Very truly yours,
/s/ XXXXX XXXXXXX XXXXXXX & XXXXX LLP
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