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EXHIBIT 5.1
Fried, Frank, Harris, Shriver & Jacobson
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
(202) 639-7000
FAX: (202) 639-7004
September 13, 2000
CoStar Group, Inc.
2 Bethesda Metro Center
Bethesda, MD 20814
Ladies and Gentlemen:
We are acting as special counsel for CoStar Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration, pursuant to a
Registration Statement on Form S-8, of 950,000 shares of the Company's common
stock, par value $.01 per share (the "Shares"), issuable upon the exercise of
options which may be granted under the CoStar 1998 Stock Incentive Plan, as
amended (the "Plan").
With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification on
our part except to the extent otherwise expressly stated, and we express no
opinion with respect to the subject matter or accuracy of such assumptions or
items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents,
and (iii) received such information from officers and representatives of the
Company as we have deemed necessary or appropriate for the purposes of this
opinion. In all examinations, we have assumed the legal capacity of all natural
persons executing documents, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original
or certified copies of all copies submitted to us as conformed or reproduction
copies. As to various questions of fact relevant to the opinions expressed
herein, we have relied upon, and assume the accuracy of, representations and
warranties contained in the documents and certificates and oral or written
statements and other information of or from representatives of the Company and
others and assume compliance on the part of all parties to the documents with
their covenants and agreements contained therein.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that the
Shares to be registered pursuant to the Registration Statement, when issued,
delivered and paid for in accordance with the terms of the Plan and any
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agreement applicable to such Shares (with the consideration received by the
Company being not less than the par value thereof) will be validly issued,
fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law
of the State of Delaware, the Delaware Constitution and reported judicial
decisions interpreting those laws, each as currently in effect. We assume no
obligation to supplement this letter if any applicable laws change after the
date hereof or if we become aware of any facts that might change the opinion
expressed herein after the date hereof.
The opinion expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person and may not be
quoted in whole or in part without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the registration of the Shares.
In giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/
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Lanae Holbrook
