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EXHIBIT 5.1
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
A Limited Liability Partnership including Professional Corporations
Seventeenth Floor
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-1924
(▇▇▇) ▇▇▇-▇▇▇▇
August 14, 2001
▇▇▇▇▇▇▇▇▇.▇▇▇ inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Re: ▇▇▇▇▇▇▇▇▇.▇▇▇ inc. 2001 Restricted Stock Plan
Autoweb 1997 Stock Option Plan
Autoweb 1999 Equity Incentive Plan, as amended
Autoweb 1999 Directors Stock Option Plan (collectively, the "Plans")
Registration Statement Form S-8
Ladies and Gentlemen:
We are furnishing this opinion in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on Form
S-8 (the "Registration Statement") registering 2,810,127 shares of common stock,
par value $0.001 per share (the "Common Stock"), of ▇▇▇▇▇▇▇▇▇.▇▇▇ inc. (the
"Company") for issuance under the Plans.
We have examined such records and documents and made such examination of law as
we have deemed relevant in connection with this opinion. Based on the foregoing,
we are of the opinion that the 2,810,127 shares covered by such Registration
Statement, when issued in accordance with the terms of the Plans, will be
validly issued, fully-paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Respectfully submitted,
/s/ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
