EXHIBIT 5







MAY 7, 2002

THE BOARD OF DIRECTORS
24/7 MEDIA, INC.
1250 BROADWAY
NEW YORK, NEW YORK 10001

DEAR SIRS:

         WE ARE ACTING AS COUNSEL TO 24/7 REAL MEDIA, INC., A DELAWARE
CORPORATION (THE "COMPANY"), IN CONNECTION WITH THE REGISTRATION STATEMENT ON
FORM S-8 WITH EXHIBITS THERETO (THE "REGISTRATION STATEMENT") FILED BY THE
COMPANY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND
REGULATIONS THEREUNDER, RELATING TO THE REGISTRATION OF 3,000,000 SHARES (THE
"SHARES") OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE COMPANY. THE SHARES
ARE TO BE ISSUED BY THE COMPANY UPON THE GRANT OF SHARES PURSUANT TO THE
COMPANY'S 2002 EQUITY COMPENSATION PLAN.

         AS SUCH COUNSEL, WE HAVE PARTICIPATED IN THE PREPARATION OF THE
REGISTRATION STATEMENT, AND HAVE REVIEWED THE CORPORATE PROCEEDINGS IN
CONNECTION WITH THE ADOPTION OF THE COMPANY'S 2002 EQUITY COMPENSATION PLAN, AND
HAVE ALSO EXAMINED AND RELIED UPON ORIGINALS OR COPIES, CERTIFIED OR OTHERWISE
AUTHENTICATED TO OUR SATISFACTION, OF ALL SUCH CORPORATE RECORDS, DOCUMENTS,
AGREEMENTS, AND INSTRUMENTS RELATING TO THE COMPANY, AND CERTIFICATES OF PUBLIC
OFFICIALS AND OF REPRESENTATIVES OF THE COMPANY, AND HAVE MADE SUCH
INVESTIGATIONS OF LAW, AND HAVE DISCUSSED WITH REPRESENTATIVES OF THE COMPANY
AND SUCH OTHER PERSONS SUCH QUESTIONS OF FACT, AS WE HAVE DEEMED PROPER AND
NECESSARY AS A BASIS FOR RENDERING THIS OPINION.

         BASED UPON, AND SUBJECT TO, THE FOREGOING, WE ARE OF THE OPINION THAT
THE SHARES ARE DULY AUTHORIZED AND, UPON GRANT OF THE SHARES IN ACCORDANCE WITH
THE TERMS OF THE COMPANY'S 2002 EQUITY COMPENSATION PLAN, AS THE CASE MAY BE,
AGAINST PAYMENT OF THE EXERCISE PRICE THEREFOR (AS APPLICABLE), SUCH SHARES WILL
BE, ASSUMING NO CHANGE IN THE APPLICABLE LAW OR PERTINENT FACTS, VALIDLY ISSUED,
FULLY PAID, AND NON-ASSESSABLE.



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         WE HEREBY CONSENT TO THE FILING OF THIS OPINION AS EXHIBIT 5 TO THE
REGISTRATION STATEMENT. IN GIVING THE FOREGOING CONSENT, WE DO NOT ADMIT THAT WE
ARE IN THE CATEGORY OF PERSONS WHOSE CONSENT IS REQUIRED UNDER SECTION 7 OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE RULES AND REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION PROMULGATED THEREUNDER.

                                            VERY TRULY YOURS,

                                            /s/ PROSKAUER ROSE LLP
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                                            PROSKAUER ROSE LLP











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