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EXHIBIT 5.1
CONNER & WINTERS
A PROFESSIONAL CORPORATION
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OKLAHOMA CITY LAWYERS NORTHWEST ARKANSAS
1700 ONE LEADERSHIP SQUARE 1700 ONE LEADERSHIP SQUARE SUITE 200
211 NORTH ROBINSON 211 NORTH ROBINSON 100 WEST CENTER STREET
OKLAHOMA CITY, OK 73102-7101 OKLAHOMA CITY, OKLAHOMA 73102-7101 FAYETTEVILLE, AR 72701-6081
(405) 272-5711 (405) 272-5711 (501) 582-5711
FAX (405) 232-2695 FAX (405) 232-2695 FAX (501) 587-1426
_____________
TULSA WASHINGTON, D.C.
3700 FIRST PLACE TOWER WRITER'S NUMBER SUITE 810
15 EAST FIFTH STREET (405) 272-5711 1050 SEVENTEENTH STREET, N.W.
TULSA, OK 74103-4344 WRITER'S E-MAIL ADDRESS WASHINGTON, D.C. 20036-5503
(918) 586-5711 [email protected] (202) 783-5711
FAX (918) 586-8982 FAX (202) 783-5720
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September 6, 2000
Catalog.com, Inc.
14000 Quail Springs Parkway, Suite 3600
Oklahoma City, Oklahoma 73134
Ladies and Gentlemen:
We have acted as special counsel to Catalog.com, Inc., an Oklahoma
corporation (the "Company"), in connection with the preparation and filing by
the Company of a registration statement (the "Registration Statement") on Form
SB-2 under the Securities Act of 1933, as amended (the "Act"), with respect to
the offer and sale of up to 1,150,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), including 150,000 shares issuable
under an overallotment option.
In our capacity as such counsel, we have familiarized ourselves with the
actions taken by the Company in connection with the registration of the Common
Stock. We have examined the originals or certified copies of such records,
agreements, certificates of public officials and others, and such other
documents, including the Registration Statement and the amendments thereto, as
we have deemed relevant and necessary as a basis for the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures on original documents and the authenticity of all documents submitted
to us as originals, the conformity to original documents of all copies submitted
to us as conformed or photostatic copies, and the authenticity of the originals
of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation which has been duly formed, is validly
existing and is in good standing under the laws of Oklahoma.
2. The Company has full power and authority to issue the Common Stock
covered by the Registration Statement.
3. When issued as set forth in the Registration Statement, the Common
Stock will be validly issued, fully paid and non-assessable.
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Catalog.com, Inc.
September 6, 2000
Page 2
The opinion expressed herein is limited to the Oklahoma General Corporation
Act, as currently in effect, and judicial interpretations thereof.
We consent to the references to this opinion and to Conner & Winters, A
Professional Corporation, in the Prospectus included as part of the Registration
Statement, and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s Conner & Winters
A Professional Corporation
