1
                                                                     EXHIBIT 8.2

                                 July __, 2001


Autoweb.com, Inc.
3270 Jay Street, Building 6
Santa Clara, CA 95054

Ladies and Gentlemen:

     We have acted as counsel to Autoweb.com, Inc., a Delaware corporation
("Autoweb"), in connection with the preparation and execution of the Acquisition
Agreement (the "Merger Agreement"), dated as of April 11, 2001, by and among
autobytel.com inc., a Delaware corporation ("Autobytel"), Autobytel Acquisition
I Corp., a Delaware corporation and a wholly owned subsidiary of Autobytel
("Merger Sub") and Autoweb. Pursuant to the Merger Agreement, Merger Sub will
merge with and into Autoweb (the "Merger"), and the separate corporate existence
of Merger Sub will cease. The Merger and certain proposed transactions incident
thereto are described in the Registration Statement on Form S-4 (the
"Registration Statement") of Autobytel which includes the Joint Proxy
Statement/Prospectus relating to the Merger (the "Proxy Statement/Prospectus").
This opinion is being rendered pursuant to the requirements of Item 21(a) of
Form S-4 under the Securities Act of 1933, as amended. Unless otherwise
indicated, any capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the Merger Agreement or the Registration Statement.

     In connection with this opinion, we have examined and are familiar with the
Merger Agreement, the Registration Statement, and such other presently existing
documents, records and matters of law as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed (i) that the Merger
will be consummated in the manner contemplated by the Proxy Statement/Prospectus
and in accordance with the provisions of the Merger Agreement, (ii) the truth
and accuracy of the representations and warranties made by Autobytel, Merger Sub
and Autoweb in the Merger Agreement, and (iii) the truth and accuracy of the
certificates of representations to be provided to us by Autobytel and Merger
Sub, on the one hand, and Autoweb, on the other hand.

     Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "Material United
States Federal Income Tax Considerations," subject to the limitations and
qualifications described therein, sets forth the material United States federal
income tax consequences of the Merger. Because this opinion is being delivered
prior to the Effective Time of the Merger, it must be considered prospective and
dependent on future events. There can be no assurance that changes in the law
will not take place that could affect the United States federal income tax
consequences of the Merger or that contrary positions may not be taken by the
Internal Revenue Service.

     This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8.2 to the Registration Statement. We also consent to the reference to
our firm name wherever appearing in the Registration Statement with respect to
the discussion of the material federal income tax consequences of the Merger,
including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                                Very truly yours,


                                                WILSON SONSINI GOODRICH & ROSATI
                                                Professional Corporation