<PAGE>
Exhibit 5.1
-----------
October 16, 2000
EarthLink, Inc.
1430 West Peachtree St., Suite 400
Atlanta, Georgia 30309
Re: Registration Statement On Form S-3 Related to the Earthlink, Inc.
Common Stock
Ladies and Gentlemen:
We have acted as counsel to EarthLink, Inc., a Delaware corporation
("EarthLink"), in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
the Registration and issuance of 164,388 shares of EarthLink common stock
(the "EarthLink Common Stock").
In rendering this opinion, we have examined such corporate records,
other documents, certificates and other instruments and we have reviewed such
matters of law as we have deemed necessary or appropriate to enable us to
render the opinions expressed below. In rendering the opinions expressed
below, we have assumed (i) the authenticity and conformity to the original
documents of all documents submitted to us as certified, conformed, facsimile
or photographic copies, and the genuineness of all signatures on all
documents, (ii) the correctness and completeness of all documents and
certificates of all public officials, and (iii) proper exercise of the
warrants relating to the EarthLink Common Stock and full payment therefor by
the holders of the warrants.
Based on the foregoing, we are of the opinion that the EarthLink Common
Stock is legally authorized and, when the Registration Statement has been
declared effective by order of
<PAGE>
October 16, 2000
Page 2
the Securities and Exchange Commission and the EarthLink Common Stock has
been issued and paid for upon the terms and conditions set forth in the
warrants and as described in the Registration Statement, the EarthLink Common
Stock will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus contained within the Registration
Statement.
Very truly yours,
/s/ Hunton & Williams
