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Exhibit 5.1
McGuireWoods LLP
9 West 57th Street, Suite 1620
New York, New York 10019-2602
December 8, 2000
Board of Directors
On2.com Inc.
375 Greenwich Street
New York, NY 10013
Ladies and Gentlemen:
We are acting as counsel to On2.com Inc., a Delaware corporation (the
"Company"), in connection with the filing with the Securities and Exchange
Commission (the "Commission"), under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-3 (the "Registration Statement")
relating to the offer and sale pursuant to the Registration Statement, by the
Selling Stockholders identified in the Registration Statement, of (1) 1,077,854
shares (the "Issued Shares") of Common Stock, par value $0.001 per share, of the
Company issued in connection with private placements to various selling
stockholders, (2) up to 446,037 shares (the "Warrant Shares") of Common Stock,
par value $0.001 per share, of the Company, issuable upon the exercise of
Warrants issued to various selling stockholders, (3) 924,527 shares (the
"Conversion Shares") of Common Stock, par value $0.001 per share, of the
Company, issuable upon the conversion of the convertible preferred stock, and
(4) up to 5,459,000 shares (the "Equity Line Shares") of Common Stock, par value
$0.001 per share of the Company, issuable in connection with the Common Stock
Purchase Agreement between the Company and Crossover Ventures, Inc. This opinion
letter is furnished to you for filing with the Commission pursuant to Item 601
of Regulation S-K promulgated under the Act.
In reaching the opinion stated in this letter, we have reviewed originals
of copies of the Registration Statement, the Certificate of Incorporation and
the Bylaws of the Company, both as amended to date, and such other documents as
we have considered relevant. We have assumed that (i) all information contained
in all documents reviewed by us is correct, (ii) all signatures on all documents
reviewed by us are genuine, (iii) all documents submitted to us as originals are
true and complete, (iv) all documents submitted to us as copies are true and
complete copies of the originals thereof, (v) each natural person signing any
document reviewed by us had the legal capacity to do so and (vi) each natural
person signing in a representative capacity any document reviewed by us had
authority to sign in such capacity.
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December 8, 2000
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Based upon the foregoing, it is our opinion that the Issued Shares are
duly and validly issued, fully paid and nonassessable, and that the Warrant
Shares, Conversion Shares and Equity Line Shares when issued in the manner
described in the Registration Statement, will be duly and validly issued, fully
paid and nonassessable.
The opinion expressed above is limited to matters governed by the laws of
the State of Delaware. We express no opinion herein about the effect of federal
or state securities laws or the laws of any other jurisdiction.
We hereby consent to the use of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the use of our name under the heading "Legal
Matters" therein. In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
This opinion letter speaks as of the date hereof. We disclaim any duty to
advise you regarding any change subsequent to the date hereof in, or to
otherwise communicate with you with respect to, the matters addressed herein.
Very truly yours,
/s/ McGuireWoods, LLP
McGuireWoods, LLP
