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[LETTERHEAD OF HELLER EHRMAN]
June 9, 2000
25716-0001
FiNet.Com, Inc.
2527 Camino Ramon, Suite 200
San Ramon, CA 94583
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to FiNet.com, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 which
the Company filed with the Securities and Exchange Commission on December 29,
1999, as amended (Registration No. 333-93809) (the "Registration Statement"),
for the purpose of registering under the Securities Act of 1933, as amended,
1,300,000 shares of its Common Stock, par value $0.01 (the "Shares"). 700,000 of
the Shares (the "Warrant Shares") are issuable pursuant to warrants (the
"Warrants") to purchase Common Stock held by certain security holders of the
Company.
We have assumed the authenticity of all records, documents and
instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
records, documents and instruments submitted to us as copies.
In rendering our opinion, we have examined the following records,
documents and instruments:
(a) The Certificate of Incorporation of the Company, certified by the
Delaware Secretary of State as of June 1, 1999, and plain copies of the
Certificate of Incorporation dated as of June 6, 2000 and certified to
us by an officer of the Company as being complete and in full force as
of the date of this opinion;
(b) The Bylaws of the Company certified to us by an officer of the Company
as being complete and in full force and effect as of the date of this
opinion;
(c) A Certificate of an officer of the Company (i) attaching records
certified to us as constituting all records of proceedings and actions
of the Board of Directors, including
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HellerEhrman
Attorneys June 9, 2000
Page 2
any committee thereof, and stockholders of the Company relating to the
Shares, the Warrants, the Warrant Shares and the Registration
Statement, and (ii) certifying as to certain factual matters;
(d) The Registration Statement;
(e) A letter from Continental Stock Transfer & Trust Company, the Company's
transfer agent, dated June 5, 2000, as to the number of shares of the
Company's Common Stock that were outstanding on June 2, 2000; and
(f) The Warrants.
This opinion is limited to the federal law of the United States of
America and the General Corporation Law of the State of Delaware, and we
disclaim any opinion as to the laws of any other jurisdiction. We further
disclaim any opinion as to any other statute, rule, regulation, ordinance, order
or other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law
as we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and sold, (ii) the full
consideration stated in the purchase agreement pursuant to which the Shares were
purchased was paid for each Share and that such consideration in respect of each
Share includes payment of cash or other lawful consideration at least equal to
the par value thereof, (iii) the full consideration stated in the Warrants
and the resolutions authorizing the issuance of the warrants was paid, (iv)
the full consideration stated in the Warrants and the Board of Directors
minutes authorizing the issuance of the Warrant Shares will be paid upon the
issuance of the Warrant Shares, (v) the Warrant Shares will be issued in
accordance with the terms of the Warrants and the resolutions authorizing the
issuance of the Warrants, (vi) appropiate stock certificates evidencing the
Warrant Shares will be executed and delivered upon their issuance, (vii)
appropiate certificates evidencing the Shares were executed and delivered by
the Company, and (viii) all applicable securities laws are complied with, it
is our opinion that the Shares were legally issued, and are fully paid and
nonassessable and the Warrant Shares, when issued and sold by the Company
after payment therefor in the manner provided in the Warrants, will be
legally issued, and will be fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and we disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we may become aware, after the date of this
opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe LLP
