EXHIBIT 5.1
DORSEY & WHITNEY LLP
U.S. BANK CENTRE
1420 FIFTH AVENUE, SUITE 4200
SEATTLE, WASHINGTON 98101
TELEPHONE: (206) 903-8800
FAX: (206 903-8820
FreeShop.com, Inc.
95 South Jackson Street
Suite 300
Seattle, Washington 98104
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to FreeShop.com, Inc., a Washington corporation
(the "Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") relating to the sale by the Company of up to 2,000,000
shares of common stock of the Company, no par value per share, initially
issuable pursuant to the Company's 2000 Employee Stock Purchase Plan, as amended
(the "Plan").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers of
the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
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Our opinions expressed above are limited to the laws of Washington.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: September 14, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
