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EXHIBIT 5.1 OPINION OF MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
2000 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20006-1888
October 30, 2000
The Board of Directors
Crosswalk.com, Inc.
4100 Lafayette Drive, Suite 110
Chantilly, VA 20151
RE: Crosswalk.com, Inc.'s Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for Crosswalk.com, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration for resale of up to 862,069
shares of common stock ("Registered Shares") issuable upon conversion of Series
A preferred shares.
In connection with this opinion, we have examined such corporate
records, documents, instruments, certificates of public officials and of the
Company and such questions of law as we have deemed necessary for the purpose of
rendering this opinion.
In such examination, we have assumed the genuiness of all
signatures and the authenticity of all items submitted to us as originals and
the conformity with originals of all items submitted to us as copies. In making
our examination of documents executed by parties other than the Company, we have
assumed that each other party has the power and authority to execute and
deliver, and to perform and observe the provisions of, such documents, and the
due authorization by each such party of all requisite action and the due
execution and delivery of such documents by each such party, and that such
documents constitute the legal, valid and binding obligations of each such
party.
It is our opinion that the Registered Shares when sold in the
manner referred to in the Registration Statement will be legally and validly
issued, fully paid and non-assessable.
We express no opinion as to matters governed by laws of any
jurisdictions other than the General Corporation Law of the State of Delaware as
in effect on the date hereof.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement, and any amendments thereto. In giving
such consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP
