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McGuireWoods LLP
Tysons Corner
1740 Tysons Boulevard, Suite 1800
McLean, Virginia 22102-3892
(703) 712-5000 Fax (703) 712-5050
August 9, 2000
Board of Directors
SoftLock.Com
Five Clock Tower Place, Suite 440
Maynard, Massachusetts 01754
Ladies and Gentlemen:
We are acting as counsel to SoftLock.Com, a Delaware corporation (the
"Company"), in connection with the preparation, execution and filing with the
Securities and Exchange Commission (the "Commission"), under the Securities
Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-2
(the "Registration Statement") relating to the offer and sale pursuant to the
Registration Statement, by the Selling Shareholders identified in the
Registration Statement, of up to 5,312,600 shares (the "Shares") of Common
Stock, par value $0.01 per share, of the Company. The Shares are issuable
upon conversion of the Series B Preferred Stock and upon the exercise of two
different warrants (the "Warrants"), as further described in the Registration
Statement. This opinion letter is furnished to you for filing with the
Commission pursuant to Item 601 of Regulation S-K promulgated under the Act.
In reaching the opinion stated in this letter, we have reviewed originals of
copies of the Registration Statement, the Articles of Incorporation and
Bylaws of the Company, both as amended to date, and such other documents as
we have considered relevant. We have assumed that (i) all information
contained in all documents reviewed by us is correct, (ii) all signatures on
all documents reviewed by us are genuine, (iii) all documents submitted to us
as originals are true and complete copies of the originals thereof, (iv) each
natural person signing any document reviewed by us had the legal capacity to
do so and (v) each natural person signing in a representative capacity any
document reviewed by us had authority to sign in such capacity.
Based upon the foregoing, it is our opinion the Shares, when issued in the
manner described in the Registration Statement, will be duly and validly
issued, fully paid and nonassessable.
The opinion expressed above is limited to matters governed by the laws of the
State of Delaware. We express no opinion herein about the effect of federal
or state securities laws or the laws of any other jurisdiction.
We hereby consent to the use of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the use of our name under the heading "Validity
of Securities Offered" therein. In giving this consent, we do not admit that
we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder.
This opinion letter speaks as of the date hereof. We disclaim any duty to
advise you regarding any change subsequent to the date hereof in, or to
otherwise communicate with you with respect to, the matters addressed therein.
Very truly yours,
/s/ McGuireWoods LLP
