FORM OF OPINION OF LATHAM & WATKINS LLP REGARDING LEGALITY OF SECURITIES


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In connection with the registration by CMGI, Inc. a Delaware corporation (the “Company”), of the shares of common stock, par value $0.01 per share (the “Shares”) to be issued pursuant to the Agreement and Plan of Merger by and among CMGI, Inc., Westwood Acquisition Corp. and Modus Media, Inc., dated as of March 23, 2004, under the Securities Act of 1933, as amended, on Form S–4 filed with the Securities and Exchange Commission on June , 2004 (File No. 333– ), as amended by Amendment No. 1 filed on , 2004 (collectively, the “Registration Statement”), you have requested our opinion set forth below.

In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.

We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws.

Subject to the foregoing, it is our opinion that as of the date hereof the Shares have been duly authorized by all necessary corporate action of the Company, and, upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.

We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters.”