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EXHIBIT 5.01
October 25, 2000
Homestore.com, Inc.
225 West Hillcrest Drive, Suite 100
Thousand Oaks, California 91360
Re: Homestore.com, Inc.
Common stock, par value $0.001 per share
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Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, by the Company on Form S-8 filed with the Securities and Exchange
Commission on October 25, 2000 (the "Registration Statement"), of (a) 135,421
shares of common stock, par value $0.001 per share ("Common Stock") of
Homestore.com, Inc. (the "Company") issuable upon the exercise of outstanding
options assumed by the Company under The Hessel Group, Inc. 2000 Stock Option
Plan (the "Plan"), and (b) an additional 264,579 shares of Common Stock that are
issuable upon exercise of options that may be granted in the future under the
Plan (such shares are collectively referred to as, the "Shares"), you have
requested our opinion with respect to the matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws.
Subject to the foregoing, it is our opinion that the Shares to be
issued under the Plan have been duly authorized, and upon the issuance and
delivery of the Shares in the manner contemplated by the Plan, and assuming the
Company completes all actions and proceedings required on its part to be taken
prior to the issuance and delivery of the Shares pursuant to the
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October 25, 2000
Page 2
terms of the Plan, including, without limitation, collection of required payment
for the Shares, the Shares will be validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
By: /s/ LATHAM & WATKINS
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