<PAGE>
EXHIBIT 5.1
August 16, 2000
Alloy Online, Inc.
Board of Directors
151 West 26 th/ Street, 11/th/ Floor
New York, New York 10001
Gentlemen:
We have acted as special counsel for Alloy Online, Inc. (the "Company") in
connection with the preparation, execution and filing of a Registration
Statement under the Securities Act of 1933 on Form S-3 (the "Registration
Statement") relating to the registration of 2,864,891 shares of Alloy Online,
Inc. Common Stock, $.01 par value ("Common Stock"), which may be sold by the
selling stockholders named in the prospectus included in the Registration
Statement.
In connection with the opinion expressed below, we have made such factual
inquiries and have examined or caused to be examined such documents, records and
instruments and such questions of law as we have considered necessary or
appropriate for the purpose of such opinion. On the basis of such inquiries or
examinations, it is our opinion that the shares of Common Stock which may be
sold by the selling stockholders named in the prospectus included in the
Registration Statement have been duly authorized and validly issued by the
Company and are fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above.
Very truly yours,
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
