Exhibit 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
June 2, 2000
LendingTree, Inc.
11115 Rushmore Dr.
Charlotte, NC 28277
Re: Registration Statement on Form S-8 of
LendingTree, Inc.
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Ladies and Gentlemen:
We have acted as special counsel to LendingTree, Inc., a
Delaware corporation (the "Company"), in connection with the proposed
issuance by the Company of up to an aggregate of 4,776,400 shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock")
pursuant to the (i) Amended and Restated 1999 Stock Incentive Plan of
LendingTree, Inc. (the "1999 Plan"), (ii) the 1998 Stock Option Plan of
LendingTree, Inc. (the "1998 Plan"), (iii) the 1997 Stock Option Plan of
CreditSource USA, INC. (formerly known as Lewisburg Ventures, Inc. and a
predecessor to LendingTree, Inc. (the "1997 Plan")) and (iv) the
LendingTree, Inc. Employee Stock Purchase Plan (the "Stock Purchase Plan",
and together with the 1999 Plan, the 1998 Plan and the 1997 Plan, the
"Employee Benefit Plans").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Securities Act").
In connection with this opinion, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement on Form S-8, relating to the Shares,
filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act on June 2, 2000 (together with all exhibits thereto, the
"Registration Statement"), (ii) the Employee Benefit Plans, (iii) the
Amended and Restated Certificate of Incorporation of the Company, as
currently in effect, (iv) the Amended and Restated By-Laws of the Company,
as currently in effect, (v) a specimen certificate representing the Shares
and (vi) the resolutions of the Board of Directors of the Company relating
to the Employee Benefit Plans and the filing of the Registration Statement.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records, as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
making our examination of documents executed or to be executed by parties
other than the Company, we have assumed that such parties had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and
others.
Members of our firm are admitted to the Bar in the State of New
York, and we do not express any opinion as to the laws of any jurisdiction,
other than the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion
that the Shares have been duly authorized and when the Shares have been
issued, delivered and paid for upon exercise of options duly granted
pursuant to the terms of the Employee Benefit Plans, and certificates
representing the Shares in the form of the specimen certificate examined by
us have been manually signed by an authorized officer of the transfer agent
and registrar for the Common Stock and registered by such transfer agent
and registrar, such Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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Skadden, Arps, Slate, Meagher & Flom LLP
