Ebay Inc – ‘S-4’ on 5/31/01 – EX-5.1

On:  Thursday, 5/31/01, at 5:41pm ET   ·   As of:  6/1/01   ·   Accession #:  891618-1-500992   ·   File #:  333-62050

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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                28    145K 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                   1      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]

May 31, 2001                                                                    

eBay Inc.                                                                       
2145 Hamilton Avenue                                                            
San Jose, California 95125                                                      

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  
(the "Commission") covering registration of 10,000,000 shares of the Company's  
Common Stock.                                                                   

In connection with this opinion, we have examined the Registration Statement,   
the Company's 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.                                      

On the basis of the foregoing, and in reliance thereon, we are of the opinion   
that the shares of Common Stock to be issued by the Company have been duly      
authorized and, when issued and sold by the Company in the manner described in  
the Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally issued, fully paid and       
nonassessable.                                                                  

We consent to the reference to 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                                                              

By: /s/ Michael J. Sullivan                                                     
--------------------------------                                          
Michael J. Sullivan                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing		Date		Other Filings
Filed as of:		6/1/01		8-K,  S-3
Filed on:		5/31/01		8-K,  S-3
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