The difference between span and div is that a span element is in-line and usually used for a small chunk of HTML inside a line (such as inside a paragraph) whereas a div (division) element is block-line (which is basically equivalent to having a line-break before and after it) and used to group larger chunks of code.
While they (HTML5 tags like <em>) are not replacement for the div tag, HTML 5 introduces a number of tags used for grouping blocks of code together and adding meaning at the same time. For more information on article, header, footer, and more, see the article about sectioning.
Source: http://htmldog.com/guides/html/intermediate/spandiv/
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