<PAGE>
EXHIBIT 5.1
OPINION OF GIBSON, DUNN & CRUTCHER LLP
JUNE 27, 2000
(213) 229-7000
Ticketmaster Online-CitySearch, Inc.
790 E. Colorado Blvd., Suite 200
Pasadena, CA 91101
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the
"Registration Statement") of Ticketmaster Online-CitySearch, Inc., a Delaware
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), in connection with the offering from time to time by the
stockholders identified therein of up to a maximum of 2,071,041 shares of Class
B Common Stock, par value $.01 per share, of the Company (the "Common Stock").
All capitalized terms which are not defined herein shall have the meanings
assigned to them in the Registration Statement.
For the purpose of the opinion set forth below, we have examined and
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization and issuance of the Common Stock, including
such corporate records of the Company and certificates of officers of the
Company and of public officials and such other documents as we have deemed
relevant and necessary as the basis for the opinion set forth below. In such
examination, we have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as copies. With respect
to agreements and instruments executed by natural persons, we have assumed the
legal competency of such persons.
On the basis of the foregoing examination and in reliance thereon, and
subject to the assumptions stated and relying on the statements of fact
contained in the documents we have examined, we are of the opinion that the
Common Stock is validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any
jurisdiction other than the laws of the United States of America and the General
Corporation Law of the State of Delaware. In rendering this opinion, we assume
no obligation to revise or supplement this opinion should current laws, or the
interpretations thereof, be changed.
<PAGE>
We consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Registration Statement and the prospectus which
forms a part thereof. In giving these consents, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
KMD
