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[LETTERHEAD OF COOLEY GODWARD LLP]
EXHIBIT 8.1
December 1, 2000
Global Sports, Inc.
1075 First Avenue
King of Prussia, PA 19406
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing of a
registration statement (the "Registration Statement") on Form S-4, which
includes a prospectus/proxy statement relating to the Agreement and Plan of
Merger and Reorganization dated as of October 24, 2000 (the "Merger Agreement"),
by and among Global Sports, Inc., a Delaware corporation ("Parent"), Fido
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), and Fogdog, Inc., a Delaware corporation (the "Company").
Except as otherwise indicated, capitalized terms used but not defined herein
shall have the meanings set forth in the Merger Agreement. All section
references, unless otherwise indicated, are to the Internal Revenue Code of
1986, as amended (the "Code").
We have acted as counsel to Parent in connection with the Merger. As such, and
for the purpose of rendering this opinion, we have examined, and are relying
upon (without any independent investigation or review thereof) the truth and
accuracy, at all relevant times, of the statements, covenants, representations
and warranties contained in the following documents (including all exhibits and
schedules attached thereto):
(a) the Merger Agreement;
(b) the Registration Statement;
(c) those certain tax representation letters of even date herewith delivered to
us by Parent, Merger Sub and the Company (the "Tax Representation
Letters"); and
(d) such other instruments and documents related to the formation, organization
and operation of Parent, Merger Sub and the Company and to the consummation
of the Merger and the other transactions contemplated by the Merger
Agreement as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:
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[LETTERHEAD OF COOLEY GODWARD LLP]
Global Sports, Inc.
December 1, 2000
Page Two
(a) Original documents submitted to us (including signatures thereto) are
authentic, documents submitted to us as copies conform to the original
documents, and that all such documents have been (or will be by the
Effective Time) duly and validly executed and delivered where due execution
and delivery are a prerequisite to the effectiveness thereof;
(b) All representations, warranties and statements made or agreed to by Parent,
Merger Sub and the Company, their managements, employees, officers,
directors and stockholders in connection with the Merger, including, but
not limited to, those set forth in the Merger Agreement (including the
exhibits thereto) and the Tax Representation Letters are true and accurate
at all relevant times;
(c) All covenants contained in the Merger Agreement (including exhibits
thereto) and the Tax Representation Letters are performed without waiver or
breach of any material provision thereof;
(d) The Merger will be consummated in accordance with the Merger Agreement
without any waiver, breach or amendment of any material provision thereof,
and the Merger will be effective under applicable state law;
(e) Any representation or statement made "to the knowledge of" or similarly
qualified is correct without such qualification; and
(f) The opinion of even date herewith concerning certain federal income tax
consequences of the Merger rendered by Brobeck, Phleger & Harrison LLP to
the Company has been delivered and has not been withdrawn.
Based on our examination of the foregoing items and subject to the assumptions,
exceptions, limitations and qualifications set forth herein, we are of the
opinion that the statements regarding United States federal income tax
consequences set forth in the Registration Statement under the heading "The
Merger - Material Federal Income Tax Consequences," insofar as they constitute
statements of law or legal conclusions, are correct in all material respects.
We express no opinion as to any federal, state or local, foreign or other tax
consequences, other than as set forth in the Registration Statement under the
heading "The Merger - Material Federal Income Tax Consequences."
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Merger Agreement and does not address the federal tax
consequences of any transaction other than the Merger as described in the Merger
Agreement. In addition, no opinion is expressed as to any federal income tax
consequence of the Merger or the other transactions contemplated by the Merger
Agreement except as specifically set forth herein, and this opinion may not be
relied upon except with respect to the consequences specifically discussed
herein.
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[LETTERHEAD OF COOLEY GODWARD LLP]
Global Sports, Inc.
December 1, 2000
Page Three
No opinion is expressed as to any transaction whatsoever, including the Merger,
if any of the representations, warranties, statements and assumptions material
to our opinion and upon which we have relied are not accurate and complete in
all material respects at all relevant times.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other governmental body.
The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given
that future legislative, judicial or administrative changes or interpretations
would not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
This opinion is intended solely for the purpose of inclusion as an exhibit to
the Registration Statement. It may not be relied upon or utilized for any other
purpose or by any other person other than you and may not be made available to
any other person without our prior written consent. We hereby consent to the
filing of this opinion as an Exhibit to the Registration Statement and to the
reference to our firm under the caption "The Merger - Material Federal Income
Tax Consequences" in the prospectus/proxy statement included in the Registration
Statement and to the reproduction and filing of this opinion as an exhibit to
the Registration Statement.
Sincerely,
COOLEY GODWARD LLP
/s/ WEBB B. MORROW III
_____________________
Webb B. Morrow III
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