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EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
October 20, 2000
MP3.com, Inc.
4790 Eastgate Mall
San Diego, California 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by MP3.com, Inc. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission, covering the registration of up to 10,600,000 shares of the
Company's Common Stock, $.001 par value (the "Shares"), for issuance (i)
pursuant to the Company's 1998 Equity Incentive Plan and 2000 Equity Incentive
Plan (collectively, the "Plans"), and (ii) upon the exercise of outstanding
options granted under the Plans.
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Plans, the Company's Certificate of Incorporation
and Bylaws and the originals or copies certified to our satisfaction of such
records, documents, certificates, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement, the Plans and the options granted thereunder, will be validly issued,
fully paid, and nonassessable (except as to shares issued pursuant to certain
deferred payment arrangements, which will be fully paid and nonassessable when
such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Christopher J. Kearns
