<PAGE>
EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
[Letterhead of LATHAM & WATKINS]
November 20, 2000
drkoop.com, Inc.
7000 N. Mopac, Suite 400
Austin, Texas 78731
Re: drkoop.com, Inc.
30,000,000 shares of common stock, par value $0.001 per share
-------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 30,000,000 shares (the "Shares") of common stock, par
value $0.001 per share, of drkoop.com, Inc. (the "Company") issuable under the
Company's 2000 Non-Qualified Stock Option Plan, as amended on August 21, 2000
and November 1, 2000 (the "Plan"), by the Company on Form S-8 filed with the
Securities and Exchange Commission (the "Commission") on November 17, 2000 (the
"registration statement"), you have requested our opinion with respect to the
matters set forth below.
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 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.
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.
Subject to the foregoing, it is our opinion that the Shares to be issued under
the Plan have been duly authorized, and upon the issuance and delivery of the
Shares in the manner contemplated by the Plan, and assuming the Company
completes all actions and proceedings required on its part to be taken prior to
the issuance and delivery of the Shares pursuant to the terms of the Plan,
including, without limitation, collection of required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
registration statement.
Very truly yours,
/s/ Latham & Watkins
8
