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[SKADDEN ARPS SLATE MEAGHER & FLOM LETTERHEAD]
July 17, 2000
eToys Inc.
3100 Ocean Park Blvd., Suite 300
Santa Monica, California 90405
Re: eToys Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel for you in connection with the preparation
of the registration statement on Form S-3 (File No. 333-40804) (as so amended,
the "Registration Statement") filed by you with the Securities and Exchange
Commission (the "Commission") on July 5, 2000, under the Securities Act of 1933,
as amended (the "Securities Act"). The Registration Statement relates to the
sale from time to time by the Selling Securityholder (as defined in the
Registration Statement), pursuant to Rule 415 of the General Rules and
Regulations of the Commission promulgated under the Securities Act, of up to
175,000 shares (the "Shares") of common stock, par value $.0001 per share (the
"Common Stock"), of eToys Inc., a Delaware corporation (the "Company"), issued
pursuant to the Purchase Agreement, dated as of June 8, 2000, by and among the
Company, the Selling Securityholder and eCompanies Enterprises LLC, a Delaware
limited liability company (the "Purchase Agreement").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of: (i) a copy of the
Registration Statement as filed with the Commission; (ii) an executed copy of
the Purchase Agreement; (iii) a specimen certificate representing the Common
Stock; (iv) the Amended and Restated Certificate of Incorporation of the
Company, as currently in effect; (v) the Amended and Restated Bylaws of the
Company, as currently in effect; and (vi) certain resolutions of the Board of
Directors of the Company relating to, among other things, the issuance and sale
of the Shares in the manner contemplated by the Purchase Agreement (the "Board
Resolutions").
We have also examined originals or copies, certified or otherwise identified
to our satisfaction, of such records of the Company and such agreements,
certificates or records of public officials, certificates of officers or other
representatives of the Company and such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the opinions
set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
executed documents, we have assumed that the parties thereto, other than the
Company, had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity, enforceability and binding effect
thereof on such parties. As to any facts material to the opinions expressed
herein which were not independently established or verified, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and the Selling Securityholder.
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eToys Inc.
July 17, 2000
Page 2
We have also assumed, with your consent, that (a) the certificates representing
the Shares were at the time of their issuance manually signed by one of the
authorized officers of the transfer agent and registrar of the Company and
conformed to the specimen thereof examined by us, and (b) that the Company has
received the entire amount of the consideration contemplated by the Board
Resolutions.
We do not express any opinion as to the laws of any jurisdiction other than
Delaware corporate law.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and validly issued and are fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the prospectus which constitutes a
part of the Registration Statement. In giving this consent, we do not thereby
admit that we are included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of the date
hereof and we disclaim any undertaking to advise you of any subsequent changes
in the facts stated or assumed herein or of any subsequent changes in applicable
law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
