EX-5 5 ex5-1.txt EXHIBIT 5.1 EXHIBIT 5.1 [LETTERHEAD OF PROSKAUER ROSE LLP] December 10, 2003 The Knot, Inc. 462 Broadway, Floor 6 New York, New York 10013 Ladies and Gentlemen: We are acting as counsel to The Knot, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form S-3 (the "Registration Statement"), filed under the Securities Act of 1933, as amended, with respect to the re-sale by the selling stockholders named in the Registration Statement of 2,800,000 shares of common stock, par value $0.01 per share, of the Company (the "Shares"). In connection with the rendering of this opinion, we have examined originals or copies of such documents, corporate records and other instruments as we have deemed relevant. We have made such examination of law as we have deemed necessary to express the opinion contained herein. As to matters of fact relevant to this opinion, we have relied upon, and assumed without independent verification, the accuracy of certificates of public officials and officers of the Company. We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of such copies. Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, it is our opinion that, as of the date hereof, the Shares are, and when sold pursuant to and as described in the Registration Statement, will be, duly authorized, legally issued, fully paid, and non-assessable. This opinion is limited in all respects to the General Corporation Law of the State of Delaware, and we express no opinion as to the laws, statutes, rules or regulations of any other jurisdiction. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus contained in 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 PROSKAUER ROSE LLP