Exhibit 5
October 30, 2000
MyTurn.com, Inc.
1080 Marina Village Parkway
Alameda, California 94501
Re: Registration Statement on Form S-3
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 the
Company's Registration Statement on Form S-3 (the "Registration Statement"),
being filed contemporaneously by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering the resale of
9,309,646 Common Shares, $.01 par value, of the Company, including 7,742,495
Common Shares underlying warrants (the "Warrant Shares") held by certain selling
stockholders and 1,567,151 Common Shares (the "Outstanding Shares") held by
certain selling stockholders. The Warrant Shares and the Outstanding Shares are
collectively referred to as the "Shares".
In connection with our opinion, we have examined the Certificate of
Incorporation and By-Laws of the Company, each as amended, the Registration
Statement, and certain agreements entered into, and warrants issued, by the
Company in connection with the issuance of the Shares. We are also familiar with
proceedings of the Board of Directors of the Company, or otherwise have relied
upon representations made by officers of the Company, relating to the
authorization of the issuance of the Shares. We have also examined such other
instruments and documents as we deemed relevant under the circumstances.
For purposes of the opinions, we have assumed (i) the authenticity of all
documents submitted to us as originals, (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 and all
representations, oral and written, made by officers of the Company with respect
thereto. We have also assumed that the corporate records furnished to us by the
Company include all corporate proceedings taken by the Company to date.
<PAGE>
MyTurn.com, Inc.
October 30, 2000
Page 2
Based solely upon and subject to the foregoing, including the assumptions
made, we are of the opinion that the Outstanding Shares are duly and validly
authorized and issued, fully paid and non-assessable Common Shares, $.01 par
value, of the Company, and that the Warrant Shares have been duly and validly
authorized and, when issued and fully paid for in accordance with the terms of
the respective warrants, shall be duly and validly issued, and fully paid and
non-assessable Common Shares, $.01 par value, of the Company.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus forming a part of 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
<PAGE>
