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EXHIBIT 5.1
[LETTERHEAD OF DECHERT]
July 27, 2000
Internet Capital Group, Inc.
435 Devon Park Drive
600 Building
Wayne, PA 19087
Re: Post-Effective Amendment to the Shelf Registration Statement on Form S-4
Gentlemen and Ladies:
We have acted as counsel to Internet Capital Group, Inc., a Delaware
corporation ("ICG"), in connection with the preparation and filing of the
Post-Effective Amendment to the Registration Statement on Form S-4 filed today
(the "Registration Statement"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the proposed issuances from time to time in connection with future exchange
offers, business combination transactions or acquisitions by ICG, or its
subsidiaries, of other businesses, assets or securities of up to 23,345,115
shares of ICG Common Stock (the "Shares").
We have participated in the preparation of the Post-Effective Amendment to
the Registration Statement and have made such legal and factual examination and
inquiry as we have deemed necessary for the rendering of this opinion. In making
our examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
all authentic original documents of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when (i) issued, delivered and paid for in accordance with the terms of
the definitive agreements governing the issuance of such shares (the
"Acquisition Agreements"), assuming: (a) that at least par value will be paid
for the Shares, (b) that the execution and delivery of the Acquisition
Agreements and the issuance of the Shares governed thereby are duly authorized
and approved by the Board of Directors of ICG, and (c) the completion of all
proceedings to be taken in order to permit such issuances to be carried out in
accordance with applicable securities laws; and (ii) certificates representing
the Shares in the form of the specimen certificate examined by us have been
manually signed by an authorized officer of the transfer agent and registrar for
the Common Stock and registered by such transfer agent and registrar, the
issuance and sale of the Shares will have been duly authorized, and the Shares
will be validly issued, fully paid and nonassessable.
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Internet Capital Group, Inc.
July 27, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein, under the caption "Legal Matters." In giving such consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ Dechert
