Ebay Inc – ‘S-4’ on 8/3/04 – EX-5.1

On:  Tuesday, 8/3/04, at 9:53pm ET   ·   As of:  8/4/04   ·   Accession #:  891618-4-1176   ·   File #:  333-117914

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML    225K 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                   2±     8K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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 EXHIBIT 5.1

[LETTERHEAD OF COOLEY GODWARD LLP]

August 4, 2004                                                                  

eBay Inc.                                                                       
2145 Hamilton Avenue                                                            
San Jose, California 95125                                                      

RE: REGISTRATION STATEMENT ON FORM S-4                                          

Ladies and Gentlemen:                                                           

You have requested our opinion with respect to certain matters in connection    
with the filing by eBay Inc. (the "Company") of a Registration Statement on Form
S-4 (the "Registration Statement") with the Securities and Exchange Commission  
covering registration of 10,000,000 shares of the Company's Common Stock, $0.001
par value (the "Shares").                                                       

In connection with this opinion, we have examined the Registration Statement and
related prospectus, the Company's Amended and Restated Certificate of           
Incorporation and Bylaws, each as amended, and such other documents, records,   
certificates, memoranda and other instruments as we deem necessary as a basis   
for this opinion. We have assumed the genuineness and authenticity of all       
documents submitted to us as originals, the conformity to originals of all      
documents submitted to us as copies thereof, and the due execution and delivery 
of all documents where due execution and delivery are a prerequisite to the     
effectiveness thereof. We have also assumed that, prior to any sale of the      
Shares, the Company will have sufficient authorized and unissued shares of      
Common Stock, the offer and sale of the Shares will have been authorized by     
resolutions of the Company's Board of Directors, the consideration for the sale 
of the Shares will be not less than the par value thereof, and an appropriate   
prospectus supplement with respect to the Shares being sold will have been      
prepared, delivered and filed in compliance with the Securities Act of 1933, as 
amended, and the applicable rules thereunder.                                   

On the basis of the foregoing, and in reliance thereon, we are of the opinion   
that the Shares to be issued by the Company, when issued and sold by the Company
in the manner described in the Registration Statement and the related prospectus
and in accordance with the authorizing resolutions adopted by the Board of      
Directors of the Company, will be validly issued, fully paid and nonassessable. 

We consent to the reference of our firm under the caption "Legal Matters" in the
prospectus included in the Registration Statement and to the filing of this     
opinion as an exhibit to the Registration Statement.                            

Very truly yours,                                                               

COOLEY GODWARD LLP                                                              

/s/ Kenneth L. Guernsey                                                         
--------------------------                                                      
Kenneth L. Guernsey                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing		Date		Other Filings
Filed as of:		8/4/04		10-Q,  POS AM,  S-8
Filed on:		8/3/04
				List all Filings