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NEXTCARD, INC.
595 Market Street, Suite 1800
San Francisco, CA 94105
Tel: (415) 836-9700 Fax: (415) 836-9701
July 6, 2000
NextCard, Inc.
595 Market Street - Suite 1800
San Francisco, CA 94105
Re: Increase of 3,050,000 Shares of Common Stock Available for
Grant Under the NextCard, Inc. 1997 Stock Plan
Ladies and Gentlemen:
I am the duly appointed and acting General Counsel and Secretary of NextCard,
Inc., a Delaware corporation (the "Company"). This opinion is being rendered in
connection with the proposed offering of an additional 3,050,000 shares of
Common Stock (the "Shares") to be issued pursuant to the NextCard, Inc. 1997
Stock Plan (the "Plan"). The Shares are the subject of a Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act").
In my capacity as counsel and for the purposes of this opinion, I have examined
originals or copies, certified or otherwise identified to my satisfaction, of
the Company's Amended and Restated Certificate of Incorporation, By-laws,
resolutions of the Company's Board of Directors and such other documents and
corporate records as I have deemed necessary or appropriate for the giving of
this opinion.
Based upon my examination, I am of the opinion that the Shares have been validly
authorized for issuance and, when issued and sold in accordance with the terms
set forth in the Registration Statement and the Plan, and, when (a) the
Registration Statement has become effective under the Act, (b) the pertinent
provisions of any applicable state securities law have been complied with and
(c) in the case of options or other rights issued under the Plan, the Shares
have been paid for, the Shares so issued will be legally issued and will be
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, I do not admit that I am within the category
of persons whose consent is required under Section 7 of the Act or the General
Rules and Regulations of the Commission.
Very truly yours,
Robert Linderman
General Counsel & Secretary
