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Exhibit 5.1
[LETTERHEAD OF GREENBERG, GLUSKER, FIELDS, CLAMAN & MACHTINGER LLP]
December 28, 2000
Datalink.net, Inc.
1735 Technology Drive, Suite 790
San Jose, CA 95110
Re: Registration Statement on Form S-3
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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 3,000,000 shares of the Company's Common
Stock, par value $.01 per share (the "Shares").
As your counsel, we are familiar with the proceedings taken and
proposed to be taken in connection with the authorization, issuance and delivery
of the 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, when issued and
sold in the manner set forth in the Registration Statement and in accordance
with the resolutions of the Board of Directors of the Company, the Shares will
be legally and validly issued, fully paid and non-assessable.
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.
Very truly yours,
GREENBERG GLUSKER FIELDS
CLAMAN & MACHTINGER LLP
