ALTAVISTA CO S-1/A

AMENDMENT NO. 5 TO THE FORM S-1

AMENDED AND RESTATED CERTIFICATE OF INC.

CONSENT OF SKADDEN, ARPS, SLATE MEAGHER SLATE

INTERIM AMENDED AND RESTATED SERVICE AGREEMENT

ADVERTISING SERVICE AGREEMENT

STRATEGIC BUSINESS AGREEMENT

STRATEGIC ALLIANCE AGREEMENT

AMENDED AND RESTATED 1999 EQUITY INCENTIVE PLAN

CONSENT AND REPORT OF KPMG LLP

CONSENT OF SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

CONSENT OF PRICEWATERHOUSECOOPERS LLP