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EXHIBIT 5.01
September 20, 2000
HomeStore.com, Inc.
225 West Hillcrest Drive, Suite 100
Thousand Oaks, CA 91360
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
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(the "Registration Statement") to be filed by you ("you" or the "Company") with
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the Securities and Exchange Commission (the "Commission") on or about September
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20, 2000 in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 3,509,458 shares of your Common Stock (the
"Stock"), subject to issuance by you upon the exercise of (a) stock options
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granted by you under your 1999 Stock Incentive Plan, as amended (the "1999 Stock
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Incentive Plan"), or (b) purchase rights granted or to be granted under your
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1999 Employee Stock Purchase Plan, as amended (the "Purchase Plan"). The plans
referred to in clauses (a) through (b) above are collectively referred to in
this letter as the "Plans."
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In rendering this opinion, we have examined the following:
(1) your registration statement on Form S-1 (File Number 333-79689) filed
with and declared effective by the Commission on August 4, 1999, together with
the Exhibits filed as a part thereof, including without limitation, each of the
Plans and related stock option grant and exercise agreements;
(2) your registration statement on Form 8-A (File Number 000-26659) filed
with the Commission on July 9, 1998, together with the order of effectiveness
issued by the Commission therefor on August 4, 1999;
(3) your registration statement on Form S-8 (File Number 333-84545) filed
with the Commission on August 4, 1999, together with the Exhibits filed as a
part thereof or incorporated therein by reference ("Prior Registration
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Statement");
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(4) the Registration Statement, together with the Exhibits filed as a part
thereof or incorporated therein by reference;
(5) the Prospectuses prepared in connection with the Registration Statement
and the Prior Registration Statement;
(6) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your minute books that
are in our possession;
(7) the Company's stockholder records and a list of stock options,
warrants, and other securities issued by the Company, and the number of
additional shares reserved for issuance upon options or warrants to be granted
in the future, certified to us by the Company in the Management Certificate as
being complete and correct;
(8) a confirmation from ChaseMellon Shareholder Services LLC, the Company's
transfer agent, by telephone to a representative of this firm concerning the
number of outstanding shares of Common Stock of the Company; and
(9) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
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In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
execution and delivery of all documents where due execution and delivery are
prerequisites to the effectiveness thereof. As to matters of fact relevant to
this opinion, we have relied solely upon our examination of the documents
referred to above and have assumed the current accuracy and completeness of the
information obtained from records referred to above. We have made no
independent investigation or other attempt to verify the accuracy of any of such
information or to determine the existence or non-existence of any other factual
matters; however, we are not aware of any facts that would cause us to believe
that the opinion expressed herein is not accurate.
Based upon the foregoing, it is our opinion that the 3,509,458 shares of
Stock that may be issued and sold by you upon the exercise of (a) stock options
granted or to be granted by your under your 1999 Stock Incentive Plan, or (b)
purchase rights granted or to be granted under your 1999 Employee Stock Purchase
Plan, when issued and sold in accordance with the applicable plan and stock
option or purchase agreements to be entered into thereunder, and in the manner
referred to in the relevant Prospectus associated with the Registration
Statement, will be validly issued, fully paid and nonassessable. We consent to
the use of this opinion as an exhibit to the Registration Statement and further
consent to all references to us, if any, in the Registration Statement, the
Prospectus constituting a part thereof and any amendments thereto. This opinion
speaks only as of its date and we assume no obligation to update this opinion
should circumstances change after the date hereof. This opinion is intended for
use as an exhibit to the Registration Statement for the purpose of the above
sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
/s/ C. Kevin Kelso
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By: C. Kevin Kelso
