CUTLER LAW GROUP
610 NEWPORT CENTER DRIVE, SUITE 800
NEWPORT BEACH, CALIFORNIA 92660
(949)719-1977 M. Richard Cutler, Esq.
FAX: (949) 719-1988 Brian A. Lebrecht, Esq.
www.cutlerlaw.com Vi Bui, Esq.
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November 27, 2000
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: Go Online Networks Corporation
Ladies and Gentlemen:
This office represents Go Online Networks Corporation, a Delaware
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form S-4 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the sale of (i) 5,533,332 shares of common
stock issuable in connection with the acquisition of NetStrat, Inc. and Amer
Software, Inc. (the "Acquisition Shares"), (ii) up to an additional 10,526,316
shares of common stock issuable upon the conversion of the Series 2000-A Eight
Percent Convertible Note (the "Note Conversion Shares"), (iii) up to 842,106
shares of common issuable in satisfaction of interest due under the Notes (the
"Note Interest Shares"), (iv) up to 3,055,556 shares of common stock issuable
upon the conversion of certain convertible debentures (the "Debenture Conversion
Shares"); and (v) up to 76,388 shares of common stock issuable in satisfaction
of interest due under the debentures (the "Debenture Interest Shares"). For
purposes hereinafter, the Acquisition Shares, Note Conversion Shares, Note
Interest Shares, Debenture Conversion Shares and Debenture Interest Shares are
collectively referred to as the "Registered Securities." In connection with our
representation, we have examined such documents and undertaken such further
inquiry as we consider necessary for rendering the opinion hereinafter set
forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when issued as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registrant's Form S-4 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
CUTLER LAW GROUP
/s/ Cutler Law Group
