NIDA & MALONEY, LLP
800 Anacapa Street
Santa Barbara, CA 93101
Telephone: (805) 568-1151
Facsimile: (805) 568-1955
July 5, 2000
GenesisIntermedia.com, Inc.
5805 Sepulveda Blvd., 4th Floor
Van Nuys, CA 91411
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 proposed to be
filed by you with the Securities and Exchange Commission (the "Commission") on
or about July 5, 2000 (as such may be amended or supplemented, the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of up to 2,595,247 shares of your Common Stock
(the "Shares"). The Shares are to be sold by the selling stockholders as
described in such Registration Statement. All of the Shares being sold were or
will be sold by GenesisIntermedia.com, Inc. to the selling stockholders and will
be sold by the selling stockholders to the public. As counsel in connection with
this transaction, we have examined the proceedings proposed to be taken by you
in connection with the issuance and sale of the shares.
Based on the foregoing, it is our opinion that the registration and
issuance of the Shares has been duly authorized and that the Shares that have
been issued are 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 the prospectus constituting a part thereof,
which has been approved by us, as such may be further amended or supplemented,
or incorporated by reference in any Registration Statement relating to the
prospectus filed pursuant to Rule 462(b) of the Act.
We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the reference to this firm in the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
Very truly yours,
NIDA & MALONEY, LLP
/s/ Nida & Maloney, LLP
