EXHIBIT 5.1
[Xxxxxxx Xxxxxxx & Xxxxxxxx Letterhead]
May 17, 2000
Re: Agreement and Plan of Merger
dated as of December 21, 1999, as amended,
among America Online, Inc., MQ Acquisition, Inc.
and XxxXxxxx.xxx, Inc.
America Online, Inc.
00000 XXX Xxx
Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We have acted as counsel to America Online, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-4,
File Number 333-30208 (the "Registration Statement"), filed by the Company with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to the proposed issuance by the Company of up to
12,948,940 shares of common stock, par value $0.01 per share (the "America
Online Common Stock"), upon consummation of the Agreement and Plan of Merger,
dated as of December 21, 1999, as amended (the "'Merger Agreement"), among the
Company, MQ Acquisition, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("Merger Sub"), and XxxXxxxx.xxx, Inc., a Delaware
corporation ("MapQuest"). Upon consummation of the Merger (as defined in the
Merger Agreement), Merger Sub will be merged with and into MapQuest and each
outstanding share of common stock, $0.001 per share, of MapQuest will be
converted into the right to receive shares of the Company (the "Shares"), all
as more fully described in the Registration Statement and the Merger Agreement.
We have examined the Registration Statement and the Merger Agreement and the
originals, or duplicates or certified or conformed copies, of such records,
agreements, instruments and other documents and have made such other and
further investigations as we have deemed relevant and necessary in connection
with the opinions expressed herein. As to questions of fact material to this
opinion, we have relied upon certificates of public officials and of officers
and representatives of the Company.
In such 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 duplicates or certified or conformed copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that the Shares have been duly authorized
and, when the Shares shall have been issued in accordance with the terms of the
Merger Agreement, the Shares will be validly issued, fully paid and
nonassessable.
We are members of the Bar of the State of New York and we do not express any
opinion herein concerning any law other than the Delaware General Corporation
Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Opinion" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Xxxxxxx Xxxxxxx & Xxxxxxxx
