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EXHIBIT 5.1
September 21, 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 to exchange (the "Offer") for shares of
Lycos, Inc., as filed by means of the F-4 Registration Statement, Registration
no. 333-12208 (the "F-4 Registration Statement"). On May 16, 2000, the Board of
Directors of the Company passed a resolution approving the Offer, subject to the
conditions set forth in the prospectus constituting part of the F-4 Registration
Statement. At the General Meeting of Shareholders held on June 8, 2000, the
shareholders of the Company approved (1) a share capital increase of the Company
of up to 681,845,424 euros and (2) the issuance of up to 340,922,712 new shares
of the Company (the "New Shares").
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 capital increase and 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 payment of the New Shares through the Share Exchange, the Board
of Directors or the Executive Committee or a Director of the company
shall execute the capital increase, grant a notarial deed of capital
increase, register such notarial deed at the Commercial Registry of
Barcelona and record the New Shares with the Spanish Settlement Service
("Servicio de Compensacion y Liquidacion de Valores"). By effect
thereof, the 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 Board of Directors, the Executive Committee or Directors bestowed with
sufficient authority by a resolution of any of the preceding governing bodies,
as the case may be, shall execute all necessary documents in accordance with the
resolutions adopted regarding the capital increase and the issuance of the New
Shares.
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.
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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.
We hereby consent to the use of our name under the caption "Legal Matters"
in the prospectus constituting part of the F-4 Registration Statement and to the
filing of this opinion as an exhibit to the F-4 Registration Statement.
Very truly yours,
Luis de Carlos
URIA & MENENDEZ
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