Exhibit 5
BLANK ROME TENZER GREENBLATT LLP
Counselors at Law The Chrysler Building
Direct Dial: 405 Lexington Avenue
Fax: New York, New York 10174-0208
Email: Phone: 212.885.5000
Fax: 212.885.5001
November 6, 2000
MediaBay, Inc.
2 Ridgedale Avenue - Suite 300
Cedar Knolls, New Jersey 07927
Re: MediaBay, Inc. (the "Company")
Registration Statement on Form S-3 (No.: 333-48752)
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 4,234,300 shares of the Company's common stock
("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 the Shares are 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
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BLANK ROME TENZER GREENBLATT LLP
