EXHIBIT 5
September 12, 2000
MyTurn.com, Inc.
1080 Marina Village Parkway
Alameda, California 94501
Re: Registration of 10,000,000 Common Shares,
par value $.01 per share, under the
Securities Act of 1933, as amended
Gentlemen:
In our capacity as counsel to MyTurn.com, Inc., a Delaware corporation (the
"Company"), we have been asked to render this opinion in connection with a
Registration Statement on Form S-8 being filed contemporaneously herewith by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering the issuance of an
aggregate of 10,000,000 Common Shares, par value $.01 per share, of the Company
(the "Common Shares") that may be issued upon the exercise of options to acquire
Common Shares granted under the Company's 2000 Stock Option Plan (the "Plan").
In that connection, we have examined the Certificate of Incorporation and
the By- Laws of the Company, each as amended, the Registration Statement and the
Plan and are familiar with corporate proceedings of the Company relating to the
adoption of the Plan. We have also examined such other instruments and documents
as we deemed relevant under the circumstances.
For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as original, (ii) the conformity
to the originals of all documents submitted as certified, photostatic or
facsimile copies and the authenticity of the originals, (iii) the legal capacity
of natural persons, (iv) the due authorization, execution and delivery of all
documents by all parties and the validity and binding effect thereof and (v) the
conformity to the proceedings of the Board of Directors of all minutes of such
proceedings. We have also assumed that the corporate records furnished to us by
the Company include all corporate proceedings taken by the Company to date.
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MyTurn.com, Inc.
September 12, 2000
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
Common Shares have been duly and validly authorized and, when issued and paid
for as described in the Plan, will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
This opinion is as of the date hereof, and we do not undertake, and hereby
disclaim, any obligation to advise you of any changes in any of the matters set
forth herein.
We are rendering this opinion only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
This opinion is for your exclusive use only and is to be utilized and
relied upon only in connection with the matters expressly set forth herein.
Very truly yours,
/s/ Certilman Balin Adler & Hyman, LLP
CERTILMAN BALIN ADLER & HYMAN, LLP
II-8
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