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Exhibit 5.1
July 31, 2000
GoTo.com, Inc.
74 North Pasadena Avenue
Third Floor
Pasadena, CA 91103
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an increase of an aggregate of 8,186,470
shares (the "Shares") of your Common Stock to the Common Stock reserved for
issuance under your 1998 Stock Plan and your 1999 Employee Stock Purchase Plan
(collectively, the "Plans"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of the Shares under the Plans. In
addition, for purposes of this opinion we have assumed that the consideration
received by the Company in connection with each issuance of the Shares will
include an amount in the form of cash, services rendered or property that
exceeds the greater of (i) the aggregate par value of such Shares or (ii) the
portion of such consideration determined by the Company's Board of Directors to
be "capital" for purposes of the Delaware General Corporation Law.
Based upon the foregoing, it is our opinion that, when issued and sold
in the manner referred to in the Plans and pursuant to the agreements which
accompany the Plans, the Shares issued and sold thereby will be legally and
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in any
abbreviated registration statement filed pursuant to General Instruction E of
Form S-8 under the Securities Act with respect to the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
II-7
