Letterhead of Blank Rome Tenzer Greenblatt LLP
June 21, 2000
MediaBay, Inc.
20 Community Place
Morristown, New Jersey 07960
Re: MediaBay, Inc. (the "Company")
Registration Statement on Form S-3
Dear Sir/Madam:
We refer to the Registration Statement (the "Registration Statement") being
filed by MediaBay, Inc., a Florida corporation, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, in connection with the
offer and sale by certain selling shareholders of up to (i) 881,000 shares of
Common Stock ("Conversion Shares") issuable upon exercise of outstanding options
("Options") and warrants ("Warrants"), and (ii) 750,000 shares issuable upon
conversion of convertible promissory notes (the "Notes"), as well as an
indeterminable number of shares which may be issued as payment of interest on
the Notes (the "Note Shares").
In our capacity as counsel to the Company, we have examined the original or
certified copies of all such records of the Company and all 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 under
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Very truly yours,
/s/ Blank Rome Tenzer Greenblatt LLP
BLANK ROME TENZER GREENBLATT LLP
