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EXHIBIT 5.1
July 6, 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 July 7, 2000 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 130,582 shares of your Class B Common Stock reserved for issuance
under the TicketWeb Inc. 2000 Stock Plan (the "2000 Plan"). The 130,582
shares of Class B Common Stock reserved under the 2000 Plan are referred to
collectively hereinafter as the "Shares," and the 2000 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 the Plan and the reservation and issuance of the
Shares thereunder, including the 2000 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 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
