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Exhibit 5.1
[Cooley Godward LLP Letterhead]
November 8, 2000
Quokka Sports, Inc.
525 Brannan Street
San Francisco, CA 94107
Ladies and Gentlemen:
We have acted as counsel for Quokka Sports, Inc. (the "Company" or "Quokka") in
connection with the merger (the "Merger") and other transactions contemplated by
the certain Agreement and Plan of Merger and Reorganization, dated as of July
20, 2000, as amended, by and between Quokka and Total Sports Inc., a Delaware
corporation ("Total"). This opinion is being furnished in connection with a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") covering the resale of up
to 7,717,387 shares of common stock (the "Shares") to be issued in connection
with the merger of a Quokka and Total, with Quokka remaining as the surviving
corporation.
In rendering this opinion, we have examined the following documents (i) the
Company's Certificate of Incorporation and Bylaws, as amended and restated since
the inception of the Company; (ii) the minutes of the Board of Directors'
meeting convened on July 14, 2000; (iii) the Registration Statement; and (iv)
such other documents, legal opinions, precedents, corporate and other records of
the Company, and certificates of public officials and officers of the Company
that we have deemed necessary or appropriate to provide the basis for the below
opinion.
We are of the opinion that the Shares, when issued in connection with the
merger of the Company and Total, will be validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters."
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Jodie M. Bourdet
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Jodie M. Bourdet
