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Exhibit 5.1
LECLAIR RYAN
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
ELEVENTH FLOOR
707 EAST MAIN STREET
RICHMOND, VA 23219
TELEPHONE: (804) 783-2003
FACSIMILE: (804) 783-2294
June 12, 2000
Value America, Inc.
337 West Rio Road
Charlottesville, Virginia 22901
Ladies and Gentlemen:
We refer to the registration statement on Form S-3 ("Registration
Statement") filed under the Securities Act of 1933 ("Act"), by Value America,
Inc. ("Company") in connection with the registration of 3,000,000 shares of
common stock ("Stock"), subject to issuance by the Company from time to time
upon certain conditions.
We have examined (a) the Registration Statement and the prospectus
contained therein (as it may be amended, "Prospectus"), (b) the Company's
Articles of Incorporation and Bylaws, both as amended to date, and (c) originals
or copies otherwise identified to our satisfaction of such other records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinion expressed below (collectively, "Documents"). We are relying without
any independent investigation upon the truth and accuracy of all statements set
forth in the Documents.
We have assumed that, at or prior to the time of the delivery of any shares
of Stock, the Registration Statement will have been declared effective under the
Act and will not have been modified or rescinded, and that there will not have
occurred any change in law affecting the validity or enforceability of such
shares of Stock.
The Company has informed us that the Company intends to issue the Stock
from time to time on a delayed or continuous basis. We also assume that, prior
to issuing any Stock, the Company will afford us an opportunity to review all
operative documents pursuant to which shares of the Stock are to be issued. We
undertake to file such supplement or amendment to this opinion as we reasonably
consider necessary or appropriate. We undertake no responsibility to monitor the
Company's future compliance with the registration provisions of the Act, other
applicable laws, or the rules and regulations of the Securities and Exchange
Commission ("Commission") or of any other governmental body.
Based upon the foregoing, it is our opinion that the maximum aggregate
3,000,000 shares of Stock to be issued and sold by the Company, when issued,
sold and delivered in the manner and for the consideration stated in the
Registration Statement and the Prospectus, will be validly issued, fully paid
and nonassessable.
We are admitted to practice law in Virginia. We express no opinion with
respect to the application or effect of the laws of any jurisdiction other than
the existing laws of the United States of America and Virginia.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to the reference to us under the caption
"Legal Matters" in the Prospectus. In rendering this consent, we do not admit
that we are included in the category of persons whose consent is required under
Section 7 of the Act or that we are "experts" within the meaning of the Act or
the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ LeClair Ryan, A Professional Corporation
