EX-5 3 a75116ex5.txt EXHIBIT 5 1 EXHIBIT 5 OPINION AND CONSENT OF HEWITT & MCGUIRE, LLP August 14, 2001 Tickets.com, Inc. 555 Anton Boulevard, 11th Floor Costa Mesa, California 92626 Re: Tickets.com, Inc. -- Registration Statement for Offering of an Aggregate of 654,875 Shares of Common Stock Dear Ladies and Gentlemen: We have acted as counsel to Tickets.com, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 654,875 shares of the Company's common stock (the "Shares") authorized for issuance under the Company's 1999 Employee Stock Purchase Plan and the 1999 Stock Incentive Plan (collectively, the "Plans") This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the establishment of the Plans. Based on such review, we are of the opinion that, if, as and when the Shares are issued and sold (and the consideration therefor received) pursuant to the provisions of the stock option agreements, stock issuance agreements or stock purchase agreements duly authorized under the Plans and in accordance with the Registration Statement under the Plans and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the Shares. Very truly yours, /s/ HEWITT & McGUIRE, LLP