EXHIBIT 5
                                   CMGI, INC.
                             100 Brickstone Square
                         Andover, Massachusetts  01810

                                                      December 20, 2001

CMGI, Inc.
100 Brickstone Square
Andover, Massachusetts  01810

     Re:  Amended and Restated 1995 Employee Stock Purchase Plan, as amended

Ladies and Gentlemen:

I am Associate General Counsel of CMGI, Inc., a Delaware corporation (the
"Company"), and have acted as counsel in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to an aggregate of 2,000,000 shares of Common
Stock, $.01 par value per share (the "Shares"), of the Company, issuable under
the Company's above-referenced employee benefit plan (the "Plan").

I have examined the Restated Certificate of Incorporation of the Company, as
amended to date, and the Amended and Restated By-Laws of the Company, and
originals, or copies certified to my satisfaction, of all pertinent records of
the meetings of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as I have deemed
material for the purposes of this opinion.  In my examination of the foregoing
documents, I have assumed the genuineness of all signatures, the authenticity of
all documents submitted as originals, the conformity to original documents of
all documents submitted as copies, the authenticity of the originals of such
latter documents and the legal competence of all signatories to such documents.

I assume that the appropriate action will be taken, prior to the offer and sale
of the Shares in accordance with the Plan, to register and qualify the Shares
for sale under all applicable state securities or "blue sky" laws.

I express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of The Commonwealth of Massachusetts, the Delaware General
Corporation Law statute and the federal laws of the United States of America.

Based upon and subject to the foregoing, I am of the opinion that the Shares
have been duly authorized for issuance and, when the Shares are issued and paid
for in accordance with the terms and conditions of the Plan, the Shares will be
validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act and to the use of my




name therein under the caption "Interests of Named Experts and Counsel." In
giving such consent, I do not hereby admit that I am in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.

                                    Very truly yours,

                                    /s/ Kevin P. Lanouette
                                    Kevin P. Lanouette
                                    Associate General Counsel