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EXHIBIT 5.1
[LETTERHEAD APPEARS HERE]
July 21, 2000
eBay Inc.
2145 Hamilton Avenue
San Jose, California 95125
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by eBay Inc. (the "Company") of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") covering the offering of up to 5,297,704 shares of the
Company's Common Stock, $0.001 par value (the "Shares") pursuant to its 1999
Global Equity Incentive Plan and its Half.com, Inc. 1999 Equity Compensation
Plan as adopted effective July 11, 2000 (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
the Company's Certificate of Incorporation and Bylaws, each as amended and such
other documents, records, certificates, memoranda and other instruments as we
deem necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related prospectuses, will be validly issued, fully
paid and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Michael J. Sullivan
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Michael J. Sullivan
