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Exhibit 5
January 19, 2001
Global Sports, Inc.
1075 First Avenue
King of Prussia, Pennsylvania 19406
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Global Sports, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 230,000 shares of the
Company's Common Stock, $.01 par value (the "Shares"), pursuant to the Jordan
M. Copland Non-Incentive Stock Option, Todd Harris Non-Incentive Stock Option,
and John Moerman Non-Incentive Stock Option (collectively, the "Stock Options").
In connection with this opinion, we have examined the Registration Statement,
the Stock Options, your Amended and Restated Certificate of Incorporation and
Bylaws, as amended, and such other documents, records, certificates, memoranda
and other instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Stock Options and
the Registration Statement, will be validly issued, fully paid, and
nonassessable (except as to shares issued pursuant to certain deferred payment
arrangements, which will be fully paid and nonassessable when such deferred
payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ David A. Lipkin
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David A. Lipkin, Esq.
