EXHIBIT 5.1
September 27, 2000
Go2Net, Inc.
Pier 70, 2801 Alaskan Way, Suite 200
Seattle, Washington 98121
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Go2Net, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") on or about September 27,
2000 in connection with the registration under the Securities Act of 1933, as
amended, of a total of 1,000,000 shares of the Company's Common Stock reserved
for issuance under the Company's 1999 Employee Stock Purchase Plan. As the
Company's legal counsel in connection with the Registration Statement, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by the Company in connection with the sale and issuance of the
foregoing shares under the 1999 Employee Stock Purchase Plan (the "Shares").
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares, when
issued and sold in the manner described in the Registration Statement, will be
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Interests
of Named Experts and Counsel" in the Registration Statement, including the
Prospectus constituting a part thereof, and in any amendment thereto.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
HUTCHINS, WHEELER & DITTMAR,
A Professional Corporation
