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[COOLEY GODWARD LLP LETTERHEAD]
Exhibit 5.1
October 13, 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 private placement (the "Financing") and other transactions
contemplated by the certain Note Purchase Agreement, dated as of September 15,
2000, by and among Quokka and the Purchasers listed on Schedule 1.1 thereto (the
"Purchase Agreement"). This opinion is being furnished in connection with a
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") covering the resale of up
to 34,198,758 shares of common stock (the "Shares") that may be issued upon
conversion of notes and exercise of warrants issued in the Financing.
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 September 8, 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.
Based on the foregoing, we are of the opinion that the Shares, when issued upon
conversion of the notes and exercise of the warrants in accordance with the
terms of the Purchase Agreement, including the exhibits thereto, 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/ KENNETH L. GUERNSEY
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Kenneth L. Guernsey
