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EXHIBIT 5.1
August 30, 2000
Onvia.com, Inc.
1260 Mercer Street
Seattle, WA 98109
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on August 30, 2000 in connection with the registration under the
Securities Act of 1933, as amended, of a total of 209,435 shares of your Common
Stock (the "Shares") reserved for issuance under the iTool.com, Inc. Stock
Option and Incentive Plan which was assumed by you in connection with your
acquisition of Zanova Inc. (f.k.a. iTool.com, Inc.) effective July 11, 2000. As
your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
