Exhibit 5.1
OPINION AND CONSENT OF COUNSEL
MELISSA H. SIESEL
ASSOCIATE GENERAL COUNSEL
Hollywood.com, Inc.
2255 Glades Road
Suite 237W
Boca Raton, Florida 33431
(561) 998-8000
August 29, 2000
Hollywood.com, Inc.
2255 Glades Road
Suite 237W
Boca Raton, Florida 33431
RE: REGISTRATION STATEMENT ON FORM S-8 FOR HOLLYWOOD.COM,
INC. 1993 STOCK OPTION PLAN, AS AMENDED, AND
DIRECTORS STOCK OPTION PLAN
Ladies and Gentlemen:
As Associate General Counsel to Hollywood.com, Inc., a Florida
corporation (the "Company"), I have acted as counsel to the Company in
connection with the preparation and filing of its registration statement on Form
S-8 (the "Registration Statement"), to be filed with the Securities and Exchange
Commission, with respect to the registration under the Securities Act of 1933,
as amended, of an additional 2,000,000 shares (the "Shares") of the Company's
common stock, par value $0.01 per share ("Common Stock"), reserved for issuance
by the Company upon exercise of options granted under the Hollywood.com, Inc.
1993 Stock Option Plan, as amended (the "Plan").
In connection therewith, I have examined the Company's Second Amended
and Restated Articles of Incorporation and Bylaws, each as amended to the date
hereof, originals or certified copies of such other corporate documents and
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as I have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, I have assumed the genuineness of all signatures,
the authenticity of all original documents, the conformity to original documents
of all documents as conformed or photostatic copies and the authenticity of the
originals of such copies.
Based upon my examination mentioned above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents I
have examined, I am of the opinion that the Shares, when issued and delivered
pursuant to and in accordance with the terms of the Plan, will be duly
authorized and validly issued, fully paid and non-assessable shares of Common
Stock of the Company.
I am admitted to practice in the states of Florida and New York.
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I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Melissa H. Siesel
Melissa H. Siesel
Member of the New York and Florida Bars
Associate General Counsel
Hollywood.com, Inc.
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