<PAGE> 1
Littman Krooks Roth & Ball P.C.
655 Third Avenue
New York, New York 10017
Edgar Online, Inc.
50 Washington Street
Norwalk, Connecticut 06854
September 8, 2000
Re: Edgar Online, Inc.
Registration Statement on Form S-3
File No. 333-41472
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 as filed by
you with the Securities and Exchange Commission ("Commission")on July 14, 2000,
as amended in Amendment No. 1 to the Form S-3 (No. 333-41472)as filed with the
Commission on or about September 8, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of a total of 3,509,287 shares of
your Common Stock (the "Shares"), to be offered for sale by the Selling
Shareholders named therein.
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of such documents and corporate and public records as we
deem necessary as a basis for the opinion hereinafter expressed. With respect to
such examination, we have assumed the genuineness of all signatures appearing on
all documents presented to us as originals, and the conformity to the originals
of all documents presented to us as conformed or reproduced copies. Where
factual matters relevant to such opinion were not independently established, we
have relied upon certificates of appropriate state and local officials, and upon
certificates of executive officers and responsible employees and agents of Edgar
Online, Inc.
Based upon the forgoing, it is our opinion that the Shares being
offered in the above-captioned offering, when sold and issued in accordance with
the terms of such offering, will be validly issued, fully paid and
non-assessable.
Please be advised that we consent to the use of our name under "Legal
Matters" in your Registration Statement on Form S-3 and Prospectus, and any
amendments thereto, filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Littman Krooks Roth & Ball P.C.
-----------------------------------
Littman Krooks Roth & Ball P.C.
