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EXHIBIT 5.1
OPINION OF SHARON LE DUY
VICE PRESIDENT - LEGAL AND BUSINESS AFFAIRS
August 31, 2000
CNET Networks, Inc.
150 Chestnut Street
San Francisco, CA 94111
Re: CNET Networks, Inc. Registration Statement on Form S-3 for Resale of
78,042 shares of Common Stock
Ladies and Gentlemen:
I am Vice President - Legal and Business Affairs of CNET Networks, Inc., a
Delaware corporation (the "Company"). I am acting as counsel to the Company in
connection with the registration for resale of 78,042 shares of Common Stock
(the "Shares"), as described in the Company's Registration Statement on Form S-3
(the "Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of Item 16
of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
I have reviewed the Company's charter documents, the corporate proceedings taken
by the Company in connection with the original issuance and sale of the Shares
and such other documents and certificates as I have deemed advisable in
rendering this opinion. Based on such review, I am of the opinion that the
shares are duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to my name under the caption "Legal
Matters" in the prospectus which is part of the Registration Statement. In
giving this consent, I do not thereby admit that I am within the category of
persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder or
Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and I
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to my attention and which may alter,
affect or modify the opinion expressed herein. My opinion is expressly limited
to the matters set forth above and I render no opinion, whether by implication
or otherwise, as to any other matters relating to the Company or the Shares.
Very truly yours,
/s/ SHARON LE DUY
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SHARON LE DUY
