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[Letterhead of Howard, Rice, Nemerovski, Canady, Falk & Rabkin]
July 28, 2000
Members of the Board of Directors
HealthCentral.com
6000 Shellmound Street, Suite 800
Emeryville, California 94608
Dear Board Members:
We are rendering this opinion in our capacity as counsel to the
corporation in connection with the registration under the Securities Act of
1933, as amended, of 270,271 shares of the Registrant's common stock, par value
$.001 (the "Common Stock"), to be issued upon the exercise of options under the
Vitamins.com, Inc. 1999 Stock Incentive Plan (the "Plan") pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"). The
Registration Statement is to be filed by HealthCentral.com with the Securities
and Exchange Commission on or about July 31, 2000.
We have examined or caused to be examined such corporate records,
certificates and other documents and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion. On the basis of such
examination, it is our opinion that the Common Stock, when issued in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and non-assessable.
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The Board of Directors
July 28, 2000
Page 2
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and in any amendment thereto.
Very truly yours,
HOWARD, RICE, NEMEROVSKI, CANADY, FALK & RABKIN
A Professional Corporation
By: /s/ Richard W. Canady
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RICHARD W. CANADY
On behalf of this Firm
RWC/jed
