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EXHIBIT 5.1
OPINION OF SNELL & WILMER, LLP
July 21, 2000
RateXchange Corporation
185 Berry Street, Suite 3515
San Francisco, California 94107
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to RateXchange Corporation, a Delaware
corporation (the "Company")in connection with a proposed registration of certain
securities of the Company with the Securities and Exchange Commission (the
"Commission"), and in such capacity have examined the Company's Registration
Statement on Form S-1 (the "Registration Statement"), filed by the Company with
the Commission on or about May 12, 2000, under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the proposed
registration for resale by certain selling stockholders ("Selling Stockholders")
of up to an aggregate of 6,638,105 shares of the Company's common stock, $.0001
par value, per share (the "Shares"), of which 2,865,043 Shares (the "Option
Shares") may be acquired by certain of the Selling Stockholders upon the
exercise of presently outstanding warrants and options (the "Options").
As counsel for the Company and for purposes of this opinion, we have
made those examinations and investigations of legal and factual matters we
deemed advisable and have examined originals or copies, certified or otherwise
identified to our satisfaction as true copies of the originals, of those
corporate records, certificates, documents and other instruments which, in our
judgment, we considered necessary or appropriate to enable us to render the
opinion expressed below, including the Company's Certificate of Incorporation,
as amended to date, the Company's Bylaws, as amended to date, and the minutes of
meetings of the Company's Board of Directors and other corporate proceedings
relating to the authorization and issuance of the Selling Stockholders' shares.
We have assumed the genuineness and authorization of all signatures and the
conformity to the originals of all copies submitted to us or inspected by us as
certified, conformed or photostatic copies. Also, we have assumed that the
Options will be duly and fully exercised, in compliance with all terms and
conditions of the Options, including the timely payment in full of the purchase
price for the Option Shares. Further, we have assumed the due execution and
delivery,upon such exercise, of certificates representing the Option Shares.
Based upon the foregoing, and in reliance thereon, we are of the opinion
that, upon due exercise of the Options, the Shares will be duly authorized
and will be legally and 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 our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement. In giving
this consent we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ SNELL & WILMER
Snell & Wilmer
