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[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
Exhibit 5.1
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September 27, 2000
Liquid Audio, Inc.
810 Winslow Street
Redwood City, CA 94063
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 on or about September 27, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 2000 Nonstatutory Stock Option Plan
(as to 500,000 shares) (the "Plan" and the "Shares" as appropriate). As legal
counsel for Liquid Audio, Inc., we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares pursuant to the Plan.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plan and pursuant to the agreement that accompanies each grant
under the Plan, will be legally and validly issued, fully-paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
