<PAGE>
Exhibit 5.1
[Sullivan & Cromwell Letterhead]
June 27, 2000
Sohu.com Inc.,
7 Jianguomen Nei Avenue, Suite 1519,
Tower 2, Bright China Chang An Building,
Beijing, 100005, People's Republic of China.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 4,600,000 shares (the "Securities") of Common Stock, par value
$0.001 per share, of Sohu.com Inc., a Delaware corporation (the "Company"), we,
as your special counsel, have examined such corporate records, certificates and
other documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of such
examination, we advise you that, in our opinion, when the registration statement
relating to the Securities (the "Registration Statement") has become
<PAGE>
-2-
effective under the Act, the terms of the sale of the Securities have been duly
established in conformity with the Company's certificate of incorporation, and
the Securities have been duly issued and sold as contemplated by the
Registration Statement, the Securities will be validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Common Stock" in the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
