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EXHIBIT 5.1
May 25, 2000
Talk City, Inc.
1919 South Bascom Avenue
Campbell, CA 95008
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about May 26, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 3,500,000 shares of your Common Stock
reserved for issuance under the Amended and Restated 1996 Stock Option Plan (the
"96 Option Plan"). As your legal counsel, we have examined the proceedings taken
and are familiar with the proceedings taken and proposed to be taken by you in
connection with the sale and issuance of such Common Stock under the Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the agreements which accompany the Plan, the Common
Stock issued and sold thereby 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, including any Prospectus constituting a part thereof,
and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
