Aol LLC – ‘S-3’ on 7/21/99 – EX-5.1OPINION

On:  Wednesday, 7/21/99   ·   Accession #:  883780-99-62   ·   File #:  333-83409

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement                                23±   100K 
 2: EX-5.1OPINION  Legal Opinion of Mintz Levin                        2±     8K 
 3: EX-23.1     Consent of Mintz Levin                                 1      6K 

EX-5.1OPINION   —   Legal Opinion of Mintz Levin

 July 21, 1999

America Online, Inc.                                                            
22000 AOL Way                                                                   
Dulles, Virginia 20166-9323                                                     

Ladies and Gentlemen:                                                           

We have acted as special counsel to America Online, Inc., a Delaware corporation
(the  "Company"),  in  connection  with  the  preparation  and  filing  with the
Securities  and  Exchange   Commission  (the  "Commission")  of  a  Registration
Statement  on Form S-3 (the  "Registration  Statement"),  pursuant  to which the
Company is registering under the Securities Act of 1933, as amended,  a total of
2,863,053  previously issued shares (the "Shares") of its common stock, $.01 par
value per share (the "Common Stock") and the associated preferred stock purchase
rights  that  accompany  the  Common  Stock (the  "Rights").  The Shares and the
accompanying  Rights  are to be  sold by  certain  shareholders  of the  Company
identified in the  Registration  Statement  (the "Selling  Shareholders").  This
opinion is being  rendered  in  connection  with the filing of the  Registration
Statement.                                                                      

In  connection  with this  opinion,  we have  examined  the  Company's  Restated
Certificate of  Incorporation  and Restated  By-Laws,  as amended to date;  such
records of the corporate  proceedings of the Company as we deemed relevant;  and
the Registration Statement and the exhibits thereto.                            

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.                                                                    

Based upon and subject to the foregoing, we are of the opinion that:            

1. The Shares have been duly  authorized  and validly  issued and are fully paid
and non-assessable.                                                             

2. The Rights have been duly authorized by all necessary corporate action of the
Company and are validly issued.                                                 

Our opinion is limited to the General  Corporation Law of the State of Delaware,
and we express no opinion with respect to the laws of any other jurisdiction. No
opinion is expressed herein with respect to the  qualification of the Shares and
the Rights  under the  securities  or blue sky laws of any state or any  foreign
jurisdiction.                                                                   

We  understand  that  you  wish  to  file  this  opinion  as an  exhibit  to the
Registration Statement, and we hereby consent thereto. We hereby further consent
to the  reference  to us under the caption  "Legal  Matters"  in the  prospectus
included in the Registration Statement.                                         

       Very truly yours,

                    /s/Mintz, Levin, Cohn, Ferris,
                   Glovsky and Popeo, P.C.
                 Mintz, Levin, Cohn, Ferris,
             Glovsky and Popeo, P.C.

Dates Referenced Herein

This ‘S-3’ Filing		Date		Other Filings
Filed on:		7/21/99		None on these Dates
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