Exhibit 5.1
July 15, 2000
Catalog.com, Inc.
14000 Quail Springs Parkway, Suite 3600
Oklahoma City, OK 73134
Gentlemen:
We have acted as counsel to Catalog.com, Inc., an Oklahoma corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form SB-2 under the Securities Act of 1933, as amended (the
"Registration Statement"), including the Prospectus which constitutes a part
thereof, relating to the issuance and sale of 1,150,000 shares (the "Shares") of
the Company's common stock, $.01 par value (the "Common Stock"), including an
overallotment option of up to 150,000 shares. We have examined and are familiar
with originals or copies, certified or otherwise, identified to our
satisfaction, of such corporate records of the Company, certificates of officers
of the Company and of public officials and such other documents as we have
deemed appropriate as a basis for the opinion expressed below. Based on the
foregoing, we are of the opinion that the Shares, when sold on the terms set
forth in the Prospectus, will be legally issued, fully paid and nonassessable.
PHILLIPS McFALL McCAFFREY
McVAY & MURRAH, P.C.
