Opinion Letter Re: Registration Statement on Form S-8 (2004)Full Document 

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                                  July 23, 2004

Digital Impact, Inc.
177 Bovet Road, Suite 200
San Mateo, California 94402

      RE:   REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

      We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about July 23, 2004 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 471,651 shares of Digital Impact, Inc.
Common Stock to be issued under the Marketleap.com, Inc. 2000 Long-Term
Incentive Plan (the "Plan"). Such shares of Common Stock are referred to herein
as the "Shares."

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