EXHIBIT 5.1
URIA & MENENDEZ
Madrid, 27 October, 2000
Terra Networks, S.A.
Via de las Dos Castillas, 33
Complejo Atica, Edificio 1
Pozuelo de Alarcon
28223 Madrid
Spain
Dear Sir/Madam:
Terra Networks, S.A. - Share Exchange: Lycos, Inc.
We have acted as Spanish counsel for Terra Networks, S.A., a corporation
(sociedad anonima) organized under the laws of the Kingdom of Spain (the
"Company"), in connection with the offer of ordinary shares of the Company par
value (U)2.00 per share (the "New Shares") under the Terra/Lycos Option and
Restricted Stock Adjustment Program (the "Program") to be registered pursuant
to Post-Effective Amendment No. 4 to Form F-4 on Form S-8 (Registration no.
333-12208) (the "Registration Statement").
We have examined the originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records of the Company and
such other documents and certificates, and made such inquiries with officers of
the Company as we have deemed necessary as a basis for the opinions hereinafter
expressed. In this examination, we have assumed the genuineness of all
signatures, the authenticity of all documents admitted to us as original
documents and conformity to original documents of all documents submitted to us
as certified or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation with limited liability under the laws of Spain.
2. The issuance of the New Shares to be executed as described below have
been duly authorized by a resolution of the General Shareholders
Meeting as requisite corporate action on the part of the Company.
3. Upon the issuance of the New Shares, such New Shares will be duly
authorized, fully paid, non assessable and validly issued under the
existing laws of Spain, which is the jurisdiction in which the
Company is incorporated and in which the principal place of business
of the Company is located.
The opinions here rendered are limited to matters of Spanish law, and we
do not purport to pass on any question arising under the laws of any
jurisdiction other than the laws of Spain in force as of the date hereof.
This opinion is being furnished by us, as Spanish counsel to the Company,
to you as a supporting document in connection with the above referenced Offer
and is not to be used, circulated, quoted, relied upon or otherwise referred to
for any purpose without our express prior written consent.
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We hereby consent to the use of our name under the caption "Legal Matters"
in the prospectus constituting part of the Registration Statement and to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Luis de Carlos
