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EXHIBIT 5.1
June 9, 2000
adam.com, Inc.
1600 Riveredge Parkway
Suite 800
Atlanta, Georgia 30328
Re: adam.com, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for adam.com, Inc., a Georgia corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 1,500,000 Conversion Shares and 154,286 First
Closing Commitment Shares, each as defined in and to be issued pursuant to that
certain Master Facility Agreement dated as of June 6, 2000 by and between the
Company and Fusion Capital Fund II, LLC (collectively, the "Shares").
As such counsel, we have examined and relied upon such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate.
The opinions expressed herein are limited in all respects to the corporate
law of the State of Georgia, and no opinion is expressed with respect to the
laws of any other jurisdiction or any effect which such laws may have on the
opinions expressed herein. This opinion is limited to the matters stated herein,
and no opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon the foregoing, we are of the opinion that the Shares will be
validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no obligation to
advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the opinions contained
herein. This letter is being rendered solely for the benefit of adam.com, Inc.
in connection with the matters addressed herein. This opinion may not be
furnished to or relied upon by any person or entity for any purpose without our
prior written consent.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
King & Spalding
