<PAGE>
EXHIBIT 5.1
[Latham & Watkins letterhead]
September 12, 2000
Digital Lava Inc.
13160 Mindanao Way, Suite 350
Marina del Rey, California 90292
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
In connection with the registration of 2,625,000 shares of common stock of
Digital Lava Inc., par value $.0001 per share (the "Common Stock"), under the
Securities Act of 1933, by Digital Lava Inc., a Delaware corporation (the
"Company"), on Form S-3 filed with the Securities and Exchange Commission on
September 12, 2000 (as it may be amended or supplemented from time to time, the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below. The registered shares consist of 2,500,000 shares of
Common Stock outstanding on the date hereof (the "Outstanding Shares") and
125,000 shares of Common Stock (the "Warrant Shares") issuable upon the exercise
of a warrant dated July 31, 2000 (the "Warrant").
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Outstanding Shares and the Warrant Shares, and for the purposes of this
opinion, have assumed such proceedings will be timely completed in the manner
presently proposed. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or, in the case of Delaware, any other laws, or as to any
matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing, it is our opinion that the Outstanding Shares
have been duly authorized and are validly issued, fully paid and nonassessable,
and, upon issuance of and payment for the Warrant Shares in accordance with the
terms of the Warrant, the Warrant Shares will be duly authorized, validly
issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" in the prospectus included within the Registration Statement.
Very truly yours,
