Exhibit 5.1
September 25, 2000
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by America
Online, Inc. (the "Company") with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended. You have requested my opinion concerning the
status under Delaware law of the 211,528 shares (the "Shares") of the Company's
common stock, par value $.01 per share ("Common Stock"), and certain Preferred
Stock Purchase Rights (the "Rights") that are being registered under the
Registration Statement for issuance by the Company pursuant to the terms of the
Andgit Corporation 1999 Stock Plan (the "Plan").
I am Vice President and Associate General Counsel of the Company and
have acted as counsel in connection with the Registration Statement. In that
connection, I, or a member of my staff upon whom I have relied, have examined
and am familiar with originals or copies, certified or otherwise, identified to
our satisfaction, of:
1. Restated Certificate of Incorporation of the Company, as amended,
and as currently in effect;
2. Restated By-Laws of the Company as currently in effect;
3. Resolutions adopted by the Company's Board of Directors, or a
committee of the Board of Directors, authorizing the reservation
of Company Common Stock under the Plan;
4. Rights Agreement of the Company adopted on May 12, 1998, as
amended (the "Rights Agreement"); and
5. The Plan.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. We have also assumed that: (i) all
of the Shares will be issued for the consideration permitted under the Plan as
currently in effect, and none of such Shares will be issued for less than $.01;
(ii) all actions required to be taken under the Plan by the Board of Directors
of the Company have been or will be taken by the Board of Directors of the
Company, respectively; and (iii) at the time of the award of the Shares under
the Plan, the Company shall continue to have sufficient authorized and unissued
shares of Common Stock reserved for issuance thereunder.
Based upon and subject to the foregoing, we are of the opinion that:
1. The shares of Common Stock and the related Preferred Stock Purchase
Rights which may be issued upon the exercise of the Rights have been
duly authorized for issuance.
2. If and when any Common Stock and the related Preferred Stock
Purchase Rights are issued in accordance with the authorization
therefor (as adjusted) established with respect to the applicable
Rights in accordance with the requirements of the Plan and assuming the
continued updating and effectiveness of the Registration Statement and
the completion of any necessary action to permit such issuance to be
carried out in accordance with applicable securities laws, such shares
of Common Stock will be validly issued, fully-paid and nonassessable,
and the accompanying Preferred Stock Purchase Rights, if the Company's
Preferred Stock Purchase Rights have not expired or been redeemed in
accordance with the terms of the Rights Agreement, will be validly
issued.
You acknowledge that I am admitted to practice only in Texas and
California and am not an expert in the laws of any other jurisdiction. No one
other than the addressees and their assigns are permitted to rely on or
distribute this opinion without the prior written consent of the undersigned.
This opinion is limited to the General Corporation Law of the State of
Delaware and federal law, although the Company acknowledges that I am not
admitted to practice in the State of Delaware and am not an expert in the laws
of that jurisdiction. We express no opinion with respect to the laws of any
other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the use of my name wherever
appearing in the Registration Statement and any amendment thereto.
Very truly yours,
/s/Brenda C. Karickhoff
Brenda C. Karickhoff, Esq.
Vice President and
Associate General Counsel
