EX-5 2 s-8ex5.htm OPINION OF KUTAK ROCK LLP Ex. 5.1 - Opinion of Kutak Rock LLP
                                                                                                Exhibit 5.1

                                                   August 29, 2001

Acxiom Corporation
1 Information Way
P. O. Box 8180
Little Rock, Arkansas 72203 - 8180

         Re:      REGISTRATION ON FORM S-8 OF SHARES OF COMMON STOCK PAR VALUE $.10 PER SHARE, OFFERED
                  PURSUANT TO THE 2000 ASSOCIATE STOCK OPTION PLAN OF ACXIOM CORPORATION

Ladies and Gentlemen:

         We are acting as counsel to Acxiom Corporation, a Delaware corporation (the "Company") in connection
with the registration under the Securities Act of 1933, as amended, of up to 2,900,000 additional shares (the
"Shares") of common stock, par value $.10 per share, of the Company issuable under the 2000 Associate Stock
Option Plan of Acxiom Corporation (the "Plan").

         We have examined such documents, records, and matters of  law as we have deemed necessary for purposes
of this opinion.  Based on such examination and on the assumptions set forth below, we are of the opinion that
the Shares to be offered and sold, when issued and delivered in accordance with the terms and provisions of the
Plan, against receipt of the consideration provided for therein, will be validly issued, fully paid, and
nonassessable.

         In rendering this opinion, we have (i) assumed and have not independently verified (a) the due
authorization, execution and delivery of the Plan, (b) that all signatures on all certificates and other
documents examined by us are genuine, and that, where any such signature purports to have been made in a
corporate, governmental or other capacity, the person who affixed such signature to such certificate or other
document had authority to do so, and (c) the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies and (ii) as to certain factual
matters, relied upon certificates of public officials and of the Company and its officers and have not
independently checked or verified the accuracy of the factual statements contained therein.  In addition, our
examination of matters of law has been limited to the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case in effect on the date hereof.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

                                                     Very truly yours,



                                                     /s/ Kutak Rock LLP