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EXHIBIT 5.1
[LETTERHEAD OF JONES, DAY, REAVIS & POGUE]
June 21, 2000
FTD.COM INC.
3113 Woodcreek Drive
Downers Grove, Illinois 60515
Re: 1999 EQUITY INCENTIVE PLAN
Ladies and Gentlemen:
We have acted as counsel for FTD.COM INC., a Delaware
corporation (the "Company"), in connection with the Company's 1999 Equity
Incentive Plan (the "Plan"). We have examined such documents, records and
matters of law as we have deemed necessary for purposes of this opinion, and
based thereupon we are of the opinion that the shares of the Company's Class
A common stock, par value $.01 per share ("Common Stock"), that may be issued
and sold pursuant to the Plan are duly authorized and, when issued and sold
in accordance with the Plan, will be validly issued, fully paid and
nonassessable so long as the consideration received by the Company is at
least equal to the stated par value of such shares of Common Stock.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement on Form S-8 filed by the Company to effect
registration of the shares of Common Stock to be issued and sold pursuant to
the Plan under the Securities Act of 1933.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
