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EXHIBIT 5.1
July 5, 2000
Ticketmaster Online-CitySearch, Inc.
790 E. Colorado Blvd., Suite 200
Pasadena, CA 91101
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission (the "Commission") on or
about June 30, 2000 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 3,000,000 shares of your Class B Common Stock reserved for issuance
under the 1999 Stock Plan (the "1999 Plan"). The 3,000,000 shares of Class B
Common Stock reserved under the 1999 Plan are referred to collectively
hereinafter as the "Shares," and the 1999 Plan is referred to hereinafter as
the "Plan." As your legal counsel, we have examined the proceedings taken and
proposed to be taken in connection with the issuance, sale and payment of
consideration for the Shares to be issued under the Plan.
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 Plan and the reservation and issuance of the
Shares thereunder, including the 1999 Plan and such corporate records of the
Company and certificates of officers of the Company and of public officials
and 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,
we are of the opinion that (subject to compliance with the pertinent
provisions of the Securities Act), when issued and sold in compliance with
applicable prospectus delivery requirements and in the manner referred to in
the Plan and pursuant to the agreements which accompany the Plan, the Shares
will be legally and 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.
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 "Interests of Named Experts and
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Counsel" 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
