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EXHIBIT 5.1
[GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP LETTERHEAD]
October 9, 2000
Datalink.net, Inc.
1735 Technology Drive, Suite 790
San Jose, CA 95110
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 to
be filed by Datalink.net, Inc. (the "Company") with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 172,500 shares of the Company's Common Stock, par
value $0.01 per share, of which 162,500 of those shares are currently issued and
outstanding (the "Common Shares") and 10,000 of those shares are issuable upon
the exercise of common stock purchase warrants (the "Warrant Shares").
As your counsel, we are familiar with the proceedings taken in connection
with the authorization, issuance and delivery of the Common Shares and the
Warrant Shares, and we have examined such matters of fact and law as we have
deemed relevant in connection with this opinion.
Based upon the foregoing, we are of the opinion that (i) the Common Shares
are legally and validly issued, fully paid and non-assessable and (ii) the
Warrant Shares when issued upon the exercise of the common stock purchase
warrants and payment of the purchase price in accordance with the warrants and
the resolutions of the Board of Directors of the Company, will be legally and
validly issued, fully paid and non-assessable.
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Datalink.net, Inc.
October 9, 2000
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We consent to the use of this opinion as an exhibit to the Registration
Statement and the reference to our firm under the caption "Legal Matters" in the
Prospectus that is a part thereof.
Respectfully submitted,
/s/ Greenberg Glusker Fields
Claman & Machtinger LLP
GREENBERG GLUSKER FIELDS
CLAMAN & MACHTINGER LLP
