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EXHIBIT 5.1
OPINION OF COUNSEL
January 9, 2001
HearMe
685 Clyde Avenue
Mountain View, CA 94043
REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-36466)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about May 5, 2000 and have
examined Amendment No. 1 thereto which will be filed on or about January 9, 2001
(as amended, the "Registration Statement") in connection with the registration
under the Securities Act of 1933 of shares of your common stock (the "Shares"),
to be sold by certain stockholders listed in the Registration Statement (the
"Selling Stockholders"). As your legal 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 of the
Shares.
It is our opinion that the Shares, when sold by the selling
stockholders in the manner described in the Registration Statement, will be
legally and 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 the use of our name wherever it appears in the
Registration Statement and in any amendment to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
