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Exhibit 5.1
[PIPER MARBURY RUDNICK & WOLFE LLP LETTERHEAD]
September 8, 2000
Audible, Inc.
65 Willowbrook Boulevard
Wayne, New Jersey 07470
Re: Registration Statement on Form S-3
File No. 333-
Ladies and Gentlemen:
We have acted as counsel to Audible, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of the above-
referenced Registration Statement (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). The Registration Statement relates
to the public offering, which is not being underwritten, from time to time of up
to 1,509,813 shares of the Company's common stock, par value $.01 per share
("Registered Shares").
We have examined the Amended and Restated Certificate of Incorporation and
the Bylaws of the Company, and have examined and relied upon the originals, or
copies certified to our satisfaction, of such records of meetings of the
directors and stockholders of the Company, documents and other instruments as in
our judgment are necessary or appropriate to enable us to render the opinions
expressed below. In examining the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based upon and subject to the foregoing, it is our opinion that the
Registered Shares have been duly authorized for issuance, and after issuance of
the certificates therefor by the Company will be duly and validly issued, fully
paid and non-assessable shares of common stock of the Company.
This opinion is not rendered with respect to any laws other than the
Delaware General Corporation Law and the Federal laws of the United States.
We hereby consent to the use of our name in the Registration Statement and
under the caption "Legal Matters" in the related Prospectus and consent to the
filing of this opinion as an exhibit to the Registration Statement. In giving
this consent, we do not hereby
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admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Securities
and Exchange Commission relating thereto.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
