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EXHIBIT 5.1
September 11, 2000
Board of Directors
The Cobalt Group, Inc.
2030 First Avenue, Suite 300
Seattle, WA 98121
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I have advised The Cobalt Group, Inc. ("Cobalt") in connection with the
filing of a Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, covering an aggregate of 860,000 shares of common stock, $.01 par
value, of Cobalt (the "Shares") issuable in connection with The Cobalt Group,
Inc. 1995 Stock Option Plan, as amended (the "Plan"). I have reviewed the
corporate actions of Cobalt in connection with this matter and have examined
those documents, corporate records, and other instruments as I have deemed
necessary for the purposes of this opinion.
Based on the foregoing, it is my opinion that the Shares have been duly
authorized and, when issued pursuant to the Plan and in accordance with the
resolutions adopted by Cobalt's Board of Directors or authorized committee
thereof, will be legally issued, fully paid, and nonassessable.
Very truly yours,
/s/ Lee J. Brunz
Lee J. Brunz
Vice President, General Counsel and Secretary
