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EXHIBIT 5.1
July 5, 2000
Board of Directors
3DShopping.com
308 Washington Blvd.
Marina del Rey, California 90292
We have acted as counsel for 3Dshopping.com (the "Registrant") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
Common Stock (the "Shares") of the Registrant, covering 2,000,000 shares of
Common Stock (the "Shares") of the Registrant issuable in connection with the
1999 Employee Stock Purchase Plan (the "Plan"). We have reviewed the corporate
actions of the Registrant in connection with this matter and have examined those
documents, corporate records, and other instruments we deemed necessary for the
purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Registrant is a corporation duly organized and validly existing
under the laws of the state of California; and
2. The Shares have been duly authorized and, when issued pursuant to the
Plan and in accordance with the resolutions adopted by the Board of Directors of
the Registrant, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Stoel Rives
STOEL RIVES LLP
