EX-5
August 9, 2000
Adatom.com, Inc.
920 Hillview Court, Suite 160
Milpitas, CA 95035
RE: Adatom.com, Inc. Registration Statement on Form S-3 (333-40714),
filed 6/30/00
Ladies and Gentlement:
We have acted as counsel to Adatom.com, Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company under the Securities Act of 1933,
as amended (the "Act"), relating to the registration of 2,502,500 shares (the
"Shares") of the Company's common stock, $.01 par value per share.
As such counsel, we have participated in the preparation of the Registra-
tion Statement and have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed relevant and necessary to
form a basis for the opinions hereinafter expressed. In conducting such
examination, we have assumed (i) that all signatures are genuine, (ii) that all
documents and instruments submitted to us as copies conform to the originals,
(iii) the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof, and (iv) that the
Shares will be issued pursuant to the conversion terms of the Company's Series A
Convertible Preferred Stock or pursuant to the terms of the warrants referred to
in the Registration Statement. As to any facts material to this opinion, we have
relied upon statements and representations of officers and other representatives
of the Company and certificates of public officials and have not independently
verified such facts.
Based solely upon the foregoing, it is our opinion that the Shares to be
sold by the selling securityholders as described in the Registration Statement
will be validly issued, fully paid and non-assessable.
We are admitted to the Bar of the State of California, and we express no
opinion with respect to the laws of any jurisdiction other than the Delaware
General Corporation Law and the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.
We hereby consent to the filing of this opinion as an exhibit to the Regis-
tration Statement, and to the reference to our firm under the heading "Legal
Matters" in the Prospectus constituting part of the Registration Statement.
Sincerely yours,
McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP
By: /s/ MATTHEW P. FISHER
-------------------------
Matthew P. Fisher
A Member of the Firm
