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EXHIBIT 5.1
July 5, 2000
HearMe
685 Clyde Avenue
Mountain View, California 94043
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "REGISTRATION STATEMENT") executed by HearMe (the "COMPANY") and to be
filed with the Securities and Exchange Commission (the "COMMISSION") in
connection with the registration under the Securities Act of 1933, as amended,
of a total of 14,700,000 shares of the Company's Common Stock (the "SHARES")
issued under the Company's 1999 Stock Incentive Plan. As your counsel in
connection with this transaction, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and in any amendment thereto.
This opinion is solely for your benefit and may not be relied upon by
any other person without our prior written consent.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
