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EXHIBIT 5.1
[SNELL & WILMER, L.L.P. LETTERHEAD]
August 10, 2000
The Board of Directors
RateXchange Corporation
185 Berry Street, Suite 3515
San Francisco, California 94107
Gentlemen:
We have acted as counsel to RateXchange Corporation, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 to be filed by the Company with the Securities and Exchange Commission
on or about August 14, 2000 (the "Registration Statement") relating to the
registration under the Securities Act of 1933 of 6,905,000 shares of common
stock, $.0001 par value, of the Company (the "Stock"). The Stock is issuable
pursuant to the terms of the NetAmerica.com Corporation 1999 Stock Option Plan
(the "Plan") as well as other, independent option agreements between the Company
and certain Company officers, directors, employees and consultants
(collectively, the "Individual Option Agreements").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, agreements, and other
instruments, certificates, orders, opinions, correspondence with public
officials, certificates provided by the Company and its representatives, and
other documents, as we have deemed necessary or advisable for the purposes of
rendering the opinions set forth herein.
Based on the foregoing, it is our opinion that the Stock, when issued
and sold in accordance with the terms of the Plan and the Individual Option
Agreements, will be validly issued, fully paid and non-assessable, subject to
effectiveness of the Registration Statement and compliance with applicable blue
sky laws. We express no opinion as to compliance with the securities or blue sky
laws of any state in which the Stock is proposed to be offered and sold or as to
the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Stock.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion (i) is addressed solely to you, (ii) may
not be relied upon by any other party (iii) covers matters only of Delaware and
federal law and nothing in this opinion shall be deemed to imply any opinion
related to the laws of any other jurisdiction, (iv) may not be quoted or
reproduced or delivered by you to any other person, and (v) may not be relied
upon for any other purpose whatsoever. Nothing herein shall be deemed to relate
to or constitute an opinion concerning any matters not specifically set forth
above.
By giving you this opinion and consent, we do not admit that we are
experts with respect to any part of the Registration Statement within the
meaning of the term "expert" as used in
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Section 11 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought to our
attention after the effective date of the Registration Statement to which this
letter pertains.
Sincerely yours,
SNELL & WILMER L.L.P.
/s/
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