Alladvantage Com Inc – IPO: ‘S-1/A’ on 4/27/00 – EX-5.01

On:  Thursday, 4/27/00, at 9:47pm ET   ·   As of:  4/28/00   ·   Accession #:  1012870-0-2388   ·   File #:  333-96271

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment #3 to Form S-1                             112    547K 
 2: EX-5.01     Form of Opinion of Fenwick & West LLP                  2     12K 
 3: EX-10.04    2000 Equity Incentive Plan and Related Forms          31    144K 
 4: EX-10.05    2000 Employee Stock Purchase Plan                     11     63K 
 5: EX-21.01    List of Subsidiaries                                   1      4K 
 6: EX-23.02    Consent of Ernst & Young LLP                           1      6K 

EX-5.01   —   Form of Opinion of Fenwick & West LLP

EX-5.01
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                                                                    EXHIBIT 5.01
                                                                    ------------

________ __, 2000 

AllAdvantage.com Inc.                                                           
4010 Point Eden Way                                                             
Hayward, CA 94545                                                               

Gentlemen/Ladies:                                                               

  At your request, we have examined the Registration Statement on Form S-1
(File Number 333-96271) (the "Registration Statement") filed by AllAdvantage.   
com Inc., a Delaware corporation (the "Company"), with the Securities and       
Exchange Commission (the "Commission") on February 7, 2000, as subsequently     
amended, in connection with the registration under the Securities Act of 1933,  
as amended, of an aggregate of ______________ shares of the Company's Common    
Stock (the "Stock").                                                            

In rendering this opinion, we have examined the following:            

(1)  the Company's registration statement on Form 8-A filed with the  
Commission on March 23, 2000;                               

     (2)  the Registration Statement, together with the Exhibits filed as a part
thereof;                                                    

     (3)  the Prospectus prepared in connection with the Registration Statement;

(4)  the minutes of meetings and actions by written consent of the    
 stockholders and Board of Directors that are contained in the
    Company's minute books and the minute books of your predecessor,
 AllAdvantage.com, a California corporation ("AllAdvantage.com
California"), that are in our possession;                   

(5)  the stock records for both the Company and AllAdvantage.com      
          California that we have maintained in the course of our representation
         of you (consisting of a list of stockholders and a list of option and
         warrant holders respecting the Company's capital and of any rights to
      purchase capital stock that the Company has verified in connection
       with the preparation of its Management Certificate described in the
following paragraph); and                                   

(6)  a Management Certificate addressed to us and dated of even date  
         herewith executed by the Company containing certain factual and other
representations.                                            

In our examination of documents for purposes of this opinion, we have 
assumed, and express no opinion as to, the genuineness of all signatures on     
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all         
documents submitted to us as copies, the legal capacity of all persons (other   
that the Company) executing the same, the lack of any undisclosed termination,  
modification, waiver or                                                         

EX-5.01
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_________ __, 2000                                                              
Page 2                                                                          

amendment to any document reviewed by us and the due authorization (other than  
the due authorization of the Company), execution and delivery of all documents  
where due authorization, execution and delivery are prerequisites to the        
effectiveness thereof. We have also assumed that the certificates representing  
the Stock have been, or will be when issued, properly signed by authorized      
officers of the Company or their agents.                                        

    As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current 
accuracy and completeness of the information obtained from records and documents
referred to above. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or 
non-existence of any other factual matters; however, we are not aware of any    
               -------
facts that would cause us to believe that the opinion expressed herein is not   
accurate.                                                                       

   We are admitted to practice law in the State of California, and we render
this opinion only with respect to, and express no opinion herein with respect to
the application or effect of the laws of any jurisdiction other than, the       
existing laws of the United States of America and the States of California and  
Delaware.                                                                       

     In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of any shares of Stock, the Registration      
Statement will have been declared effective under the Securities Act of 1933, as
amended, that the Registration Statement will not have been modified or         
rescinded and that there will not have occurred any change in law or the facts  
affecting the validity or enforceability of such shares of Stock.               

   Based upon the foregoing, it is our opinion that the up to ______________
shares of Stock to be issued and sold by the Company, when issued, sold and     
delivered in the manner and for the consideration stated in the Registration    
Statement and the Prospectus, will be validly issued, fully paid and            
nonassessable.                                                                  

 We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the           
Registration Statement, the Prospectus constituting a part thereof and any      
amendments thereto. This opinion speaks only as of its date and (assuming no    
changes in the law or the facts) as of the effective date of the Registration   
Statement and we assume no obligation to update this opinion should             
circumstances change thereafter. This opinion is intended for use in connection 
with issuance and sale of shares subject to the Registration Statement and is   
not to be relied upon for any other purpose.                                    

                 Very truly yours,

                  FENWICK & WEST LLP

                           By: _______________________

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed as of:		4/28/00
Filed on:		4/27/00
		3/23/00		1					8-A12G,  S-1/A
		2/7/00		1					S-1
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