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EXHIBIT 5.1
OPINION OF MORRISON & FOERSTER LLP
August 23, 2000
Beyond.com Corporation
3200 Patrick Henry Drive
Santa Clara, CA 95054
RE: BEYOND.COM CORPORATION -- REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-4
(File No. 333-40758), including Amendment No. 1 and Amendment No. 2 (the "Form
S-4") filed or to be filed by Beyond.com Corporation, a Delaware corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the Company's offer to exchange its 10 7/8% Convertible Subordinated Notes due
December 1, 2003 (the "Exchange Notes") for up to all of its outstanding 7 1/4%
Convertible Subordinated Notes due December 1, 2003.
The Exchange Notes are to be issued pursuant to an Exchange Note Indenture,
a form of which has been filed as an exhibit to the Registration Statement (the
"Indenture"), to be entered into between the Company and LaSalle Bank National
Association, as Trustee (the "Trustee").
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (a) the authenticity of original documents and
the genuineness of all signatures, (b) the conformity to the originals of all
documents submitted to us as copies and (c) the truth, accuracy and completeness
of the information, representations and warranties contained in the records,
documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that the issuance of the
Exchange Notes has been duly authorized by appropriate corporate action and that
when the Exchange Notes, in the form included in the Indenture, have been duly
completed, executed, authenticated and delivered in accordance with the
Indenture and sold and delivered as described in the Registration Statement and
the Prospectus, the Exchange Notes will be valid and binding obligations of the
Company, entitled to the benefits of the Indenture. We are of the further
opinion that the shares issuable upon conversion of
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the Exchange Notes have been duly authorized and, when issued by the Company
upon conversion of the Exchange Notes in accordance with the Indenture, will be
validly issued, fully paid and nonassessable.
Our opinion that any document is legal, valid and binding is qualified as
to:
a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating
to or affecting the rights of creditors generally;
b) rights to indemnification and contribution which may be limited by
applicable law or equitable principles; and
c) general principles of equity, including without limitation, concepts
of materiality reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief
and limitation of rights of acceleration, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and the use of our name wherever it
appears in the Registration Statement, the Prospectus and in any amendment or
supplement thereto. In giving such consent, we do not believe that we are
"experts" within the meaning of such term used in the Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very truly yours,
MORRISON & FOERSTER LLP
/s/ MORRISON & FOERSTER LLP
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