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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
December 14, 2000
FILE NO. 027853-0021
Freerealtime.com, Inc.
3333 Michelson Drive, Suite 430
Irvine, California 92612
Re: Registration Statement No. 333-49950; 4,317,867 Shares of
Common Stock, par value $0.01 per share
Ladies and Gentlemen:
In connection with the registration of 4,317,867 shares of common stock
of the Company, par value $.01 per share (the "Shares") on Form S-1 under the
Securities Act of 1933, as amended, by Freerealtime.com, Inc., a Delaware
corporation (the "Company") filed with the Securities and Exchange Commission
(the "Commission") on November 14, 2000 (File No. 333-49950), as amended by
Amendment No. 1 filed with the Commission on December 14, 2000 (collectively,
the "Registration Statement"), relating to the sale of the Shares by various
selling stockholders, as identified in greater detail in the Registration
Statement, you have requested our opinion with respect to the matters set forth
below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken by the Company in connection with the
authorization, issuance and sale of the Shares. 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. We have not investigated the status
of any of the shares of Freerealtime.com, Inc., a Colorado corporation
("Freerealtime Colorado"), that were converted into shares of the Company
pursuant to the merger of Freerealtime Colorado with and into the Company on
November 26, 1999, and have assumed that nothing regarding such status would
affect the accuracy of our opinions.
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 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 and the other qualifications set forth herein,
it is our opinion that the Shares have been duly authorized and validly issued
and are 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."
Very truly yours,
/s/ LATHAM & WATKINS
