EXHIBIT 5

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP


                                 April 28, 2000


Predictive Systems, Inc.
145 Hudson Street
New York, New York  10013

                  Re:  Predictive Systems, Inc. - Registration  Statement for
                       Offering of an Aggregate of 5,222,140 Shares of Common
                       Stock

Dear Ladies and Gentlemen:

                  We have acted as counsel to Predictive Systems, Inc., a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of an aggregate of 5,222,140 shares of common stock (the "Shares") for
issuance pursuant to stock options granted to certain individuals in the
Company's service pursuant to their written compensation agreements with the
Company (the "Options").

                  This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

                  We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
of the Plans. Based on such review, we are of the opinion that if, as and when
the Shares are issued and sold (and the consideration therefor received)
pursuant to the provisions of the stock option agreements relating to the
Options and in accordance with the Registration Statement, such Shares will be
duly authorized, legally issued, fully paid and nonassessable.

                  We consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement.

                  This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Options or the Shares.



                                          Very truly yours,

                                          /s/ Brobeck, Phleger & Harrison LLP

                                          BROBECK, PHLEGER & HARRISON LLP