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EXHIBIT 5.1
July 11, 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 July 12, 2000 (the "Registration Statement") relating to the
registration under the Securities Act of 1933 of 5,000,000 shares of common
stock, $.0001 par value, of the Company (the "Stock"). The Stock is issuable
pursuant to the terms of the RateXchange Corporation 2000 Stock Option and
Incentive Plan (the "Plan").
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, 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 Section 11 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
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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,
/s/ SNELL & WILMER L.L.P.
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