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EXHIBIT 5.1
[Simpson Thacher & Bartlett Letterhead]
September 5, 2000
CNET Networks, Inc.
150 Chestnut Street
San Francisco, CA 94111
Ladies and Gentlemen:
We have acted as counsel to CNET Networks, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-4 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), relating to the proposed issuance by the Company of up to 52,626,381
shares of Company Common Stock, par value $.0001 per share (the "Company Common
Stock"), upon consummation of the merger (the "Merger") contemplated by the
Agreement and Plan of Merger, dated as of July 19, 2000 (the "Merger
Agreement"), among the Company, Ziff-Davis Inc., a Delaware corporation ("Z-D"),
and TD Merger Sub, Inc., a Delaware corporation and a direct wholly owned
subsidiary of the Company ("Merger Sub"). Upon consummation of the Merger,
Merger Sub will be merged with and into Z-D and each outstanding share of
Ziff-Davis Inc. -- Z-D Common Stock, par value $.01 per share, of Z-D (the "Z-D
Common Stock") and each outstanding share of Ziff-Davis Inc. -- Z-D Net Common
Stock, par value $.01 per share, of Z-D (the "Z-D Net Common Stock) will be
converted into shares of Company Common Stock (the "Shares"), all as more fully
described in the Registration Statement.
We have examined the Registration Statement and the Merger
Agreement and the originals, or duplicates or certified or conformed copies, of
such records, agreements, instruments and other documents and have made such
other and further investigations as we have deemed relevant and necessary in
connection with the opinions expressed herein. As to questions of fact material
to this opinion, we have relied upon certificates of public officials and of
officers and representatives of the Company.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as
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originals, the conformity to original documents of all documents submitted to us
as duplicates or certified or conformed copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that the Shares have been
duly authorized and, when the Shares shall have been issued in accordance with
the terms of the Merger Agreement, the Shares will be validly issued, fully paid
and nonassessable.
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the Delaware
General Corporation Law.
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement and to the use of our name under the
caption "Legal Opinions" in the Prospectus included in the Registration
Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
