[LETTERHEAD OF BLANK ROME TENZER GREENBLATT LLP]
September 7, 2000
MediaBay, Inc.
2 Ridgedale Avenue - Suite 300
Cedar Knolls, New Jersey 07927
Re: MediaBay, Inc. (the "Company")
Registration Statement on Form S-3
Dear Sir/Madam:
We refer to the Registration Statement (the "Registration Statement") filed
by MediaBay, Inc., a Florida corporation, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), in
connection with the sale of up to (i) 22,500 shares of the Company's common
stock ("Conversion Shares") issuable upon exercise of outstanding options
("Options") and warrants ("Warrants"), and (ii) 3,256,644 shares of the
Company's common stock issuable upon conversion of convertible promissory notes
(the "Notes"), as well as 627,500 shares of the Company's common stock which may
be issued as payment of interest on the Notes (collectively, the "Note Shares").
In our capacity as counsel to the Company, we have examined the original or
certified copies of such records of the Company and such agreements,
certificates of public officials, certificates of officers or representatives of
the Company and others, and such other documents as we deem relevant and
necessary as a basis for the opinions hereinafter expressed. In such examination
we have assumed the genuineness of all signatures on original documents and the
conformity to original documents of all copies submitted to us as conformed or
photostat copies. As to various questions of fact material to such opinions, we
have relied upon statements or certificates of officials and representatives of
the Company and others.
Based upon the foregoing, it is our opinion that:
1. The Conversion Shares, when sold, paid for and issued upon exercise of the
Options or Warrants, as the case may be, in accordance with the respective
terms thereof, will be duly and validly issued and fully paid and
non-assessable.
2. The Note Shares, when issued upon conversion of the principal or interest
on the Notes, will be duly and validly issued and fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. We also hereby consent to the use of our name as your
counsel under "Legal Matters" in the Prospectus constituting part of the
Registration Statement. In giving this consent, we do not thereby concede that
we come within the categories of persons whose consent is required by the Act or
the General Rules and Regulations promulgated thereunder.
Very truly yours,
/S/ Blank Rome Tenzer Greenblatt LLP
BLANK ROME TENZER GREENBLATT LLP
