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[COOLEY GODWARD LLP LETTERHEAD]
EXHIBIT 5.1
December 1, 2000
Global Sports, Inc.
1075 First Avenue
King of Prussia, PA 19406
Ladies and Gentlemen:
We have acted as counsel for Global Sports, Inc., a Delaware corporation (the
"Company") in connection with the merger (the "Merger") contemplated by that
certain Agreement and Plan of Merger and Reorganization, dated as of October 24,
2000, by and among the Company, Fido Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of the Company, and Fogdog, Inc., a Delaware
corporation ("Fogdog"). This opinion is being furnished in connection with the
Registration Statement on Form S-4 (No. 333-50590), as amended (the
"Registration Statement"), which covers a total of up to 6,037,168 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"), to be
issued in connection with the Merger.
In rendering this opinion, we have examined the following documents: (i) the
Company's Amended and Restated Certificate of Incorporation and Bylaws, (ii) the
resolutions adopted by the Board of Directors of the Company on October 22,
2000, (iii) the Registration Statement and (iv) such other documents, legal
opinions and precedents, corporate and other records of the Company and
certificates of public officials and officers of the Company that we have deemed
necessary or appropriate to provide a basis for the below opinion.
Based upon and subject to the foregoing, in our opinion, the shares of Common
Stock of the Company which are being offered and sold by the Company pursuant to
the Registration Statement, when sold in the manner and for the consideration
contemplated by the Registration Statement, will be legally issued, fully paid
and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters."
Very truly yours,
Cooley Godward LLP
By: /S/ DAVID A LIPKIN, ESQ.
_____________________________
David A Lipkin, Esq.
1.
