Letterhead of Blank Rome Tenzer Greenblatt LLP
July 10, 2000
MediaBay, Inc.
2o Community Place
Morristown, New Jersey 07960
Gentlemen:
You have requested our opinion with respect to the offer and sale by you,
MediaBay, Inc., a Florida corporation (the "Company"), pursuant to a
Registration Statement (the "Registration Statement") on Form S-8 under the
Securities Act of 1933, as amended (the "Act"), of up to 3,500,000 shares (the
"Shares") of common stock, no par value per share, of the Company, issuable upon
exercise of stock options or upon the grant of other stock-based awards
(collectively, the "Plan Awards") granted and eligible for grant under the
Company's 2000 Stock Incentive Plan.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we deem
necessary as a basis for the opinion hereinafter expressed. With respect to such
examination, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity to the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of executive officers and responsible employees and
agents of the Company.
Based upon the foregoing, it is our opinion that the Shares have been duly
and validly authorized and when sold, paid for and issued as contemplated by the
Registration Statement and the Plan Awards, will be duly and validly issued and
fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and to the use of our name as your counsel in connection
with the Registration Statement and in the Prospectus forming a part thereof. 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
