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[Cooley Opinion]
October 30, 2000 Exhibit 5.1
Women.com Networks, Inc.
1820 Gateway Drive, Suite 100
San Mateo, California 94404
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Women.com Networks, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 5,850,000 shares of the
Company's Common Stock, $.001 par value (the "Shares") pursuant to the exercise
of options with respect to the Company's common stock under the Company's
Amended and Restated 1998 Equity Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Company's Restated Certificate of Incorporation and
Amended and Restated By-laws, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents, where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Mark P. Tanoury
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Mark P. Tanoury
