EXHIBIT 5

                                                 February 3, 2000

Board of Directors
K2 Design, Inc.
30 Broad Street, 16th Floor
New York, NY 10004

Dear Sirs:

         We are acting as counsel to K2 Design, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8 with
exhibits thereto (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
relating to the registration of an additional 400,000 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company to be issued by the
Company upon exercise of certain stock options (the "Options") granted and to be
granted to certain employees or directors of the Company pursuant to the
Company's 1996 Stock Incentive Plan and the Company's 1997 Stock Incentive Plan
(collectively, the "Plans").

         As such counsel, we have participated in the preparation of the
Registration Statement, and have reviewed the corporate proceedings in
connection with the adoption of the Plans and have also examined and relied upon
originals or copies, certified or otherwise authenticated to our satisfaction,
of all such corporate records, documents, agreements, and instruments relating
to the Company, and certificates of public officials and of representatives of
the Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for rendering this opinion.

         Based upon, and subject to, the foregoing, we are of the opinion that
the Shares are duly authorized and, upon exercise of the Options in accordance
with the terms of the Plans against payment of the exercise price therefor (as
applicable), will be, assuming no change in the applicable law or pertinent
facts, validly issued, fully paid, and non-assessable.

         We hereby consent to the filing of this opinion as Exhibit 5 to 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