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OPINION OF SILICON VALLEY LAW GROUP
Exhibit 5.1
[Letterhead of Silicon Valley Law Group]
August 8, 2000
inChorus.com
2041 Mission College Blvd., Suite 259
Santa Clara, California 95054
Re: Form SB-2 Registration Statement
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form SB-2 (File No. 333-39534) originally filed by inChorus.com (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (such Registration Statement as amended from time to time is
referred to herein as the "Registration Statement"). The Registration Statement
relates to the registration of an aggregate of 8,200,000 shares of the Company's
Common Stock, $0.001 par value per share (the "Shares"), which may be offered
for resale by certain parties listed therein. The Shares have been issued in
private placements or are issuable upon conversion and/or exercise of the
Company's 8% convertible debentures, equity line agreement and warrants held by
the parties listed in the Registration Statement. We understand that the Shares
are to be offered and sold in the manner described in the Registration
Statement.
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization and preparation for issuance of the
Shares. We have examined all such documents as we consider necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and are, or when issued and delivered by the Company, following
a conversion of the 8% convertible debentures, pursuant to the equity line
agreement and/or upon exercise of the warrants in accordance with the terms of
such convertible debentures, equity line agreement or warrants, as the case may
be, will be, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the Registration Statement.
Very truly yours,
/s/ Silicon Valley Law Group
