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EXHIBIT 5.01
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August 18, 2000
Autoweb.com, Inc.
3270 Jay Street
Santa Clara, California 95054
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-
8 (the "Registration Statement") to be filed by Autoweb.com, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") on or about August 18, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 2,605,840
shares of the Company's Common Stock (the "Stock"), 2,350,000 shares of which
are reserved for issuance upon exercise of, stock options granted or to be
granted by the Company under its 1999 Equity Incentive Plan (the "Equity Plan")
and 255,840 shares of which are reserved for purchase rights granted or to be
granted under the Company's 1999 Employee Stock Purchase Plan, as amended (the
"Purchase Plan"). In rendering this opinion, we have examined the following.
(1) the Company's Certificate of Incorporation, filed with the
Delaware Secretary of State on January 20, 1999.
(2) the Company's Certificate of Amendment of Certificate of
Incorporation, filed with the Delaware Secretary of State on
February 26, 1999.
(3) the Company's Certificate of Designation of Preferred Stock,
filed with the Delaware Secretary of State on March 16, 1999.
(4) the Company's Agreement and Plan of Merger, concerning the
merger of the Company with Autoweb.com, Inc., a California
corporation (the "Predecessor") filed with the California and
Delaware Secretarys of State on March 16, 1999.
(5) the Company's Certificate of Retirement of Series A, Series B,
Series C and Series D Preferred Stock, filed with the Delaware
Secretary of State on April 30, 1999.
(6) the Company's Bylaws, certified by the Company's Secretary on
August 17, 2000.
(7) the Registration Statement, together with the Exhibits filed
as a part thereof or incorporated therein by reference.
(8) the Prospectuses prepared in connection with the Registration
Statement.
(9) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in the
Company's minute books and the Predecessor's
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August 18, 2000
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minute books, that are in our possession.
(10) the stock records that the Company has provided to us
(consisting of a certificate from the Company's transfer agent
of even date herewith verifying the number of the Company's
issued and outstanding shares of capital stock as of the date
hereof and a list of option and warrant holders respecting the
Company's capital and of any rights to purchase capital stock
that was prepared by the Company and dated August 17, 2000
verifying the number of such issued and outstanding
securities).
(11) a Management Certificate addressed to us and dated of even
date herewith executed by the Company containing certain
factual and other representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all persons or entities executing the same, the
lack of any undisclosed termination, modification, waiver or amendment to any
document reviewed by us and the due authorization, execution and delivery of all
documents where due authorization, execution and delivery are prerequisites to
the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from records and
documents referred to above. We have made no independent investigation or other
attempt to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; however, we are not
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aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.
We are admitted to practice law in the State of California, and we
render this opinion only with respect to, and express no opinion herein with
concerning the application or effect of the laws of any jurisdiction other than,
the existing laws of the United States of America, of the State of California
and, with respect to the validity of corporate action and the requirements for
the issuance of stock, of the State of Delaware.
Based upon the foregoing, it is our opinion that the 2,605,840 shares
of Stock that may be issued and sold by the Company upon the exercise of (a)
stock options granted or to be granted under the Equity Plan and (c) purchase
rights granted or to be granted under the Purchase Plan, when issued, sold and
delivered in accordance with the applicable plan and purchase agreements to be
entered into thereunder and in the manner and for the consideration stated in
the Registration Statement and the relevant Prospectus, will be validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
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August 18, 2000
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hereof. This opinion is intended solely for use in connection with issuance and
sale of shares in subject to the Registration Statement and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ LAIRD H. SIMONS III
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