Exhibit 5.1


                 [Letterhead of Wachtell, Lipton, Rosen & Katz]



                                 July 2, 2003

InterActiveCorp
152 West 57th Street
New York, New York 10019

     Re:   Post-Effective Amendment No. 1 on Form S-8
           to Registration Statement on Form S-4 (File No. 333-105014)

Ladies and Gentlemen:

          We have acted as special counsel to InterActiveCorp, a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Post-Effective Amendment No. 1 on Form S-8 ("Post-Effective Amendment") to
the registration statement on Form S-4 (File No. 333-105014) (as amended, the
"Registration Statement") relating to up to 6,731,280 shares of common stock,
par value $0.01 per share (the "Common Stock"), of the Company to be issued by
the Company pursuant to the Hotels.com 2000 Stock Plan, as amended, the
Hotels.com Directors' Stock Option Plan and the Hotels.com 2003 Stock Plan
(collectively, the "Plans").

          In rendering this opinion, we have examined such corporate records and
other documents (including the Company's amended and restated certificate of
incorporation, as amended, amended and restated bylaws, the Registration
Statement and the Plans), and we have reviewed such matters of law, as we have
deemed necessary or appropriate. In rendering this opinion, we have, with your
consent, relied upon oral and written representations of officers of the Company
and certificates of officers of the Company and public officials with respect to
the accuracy of the factual matters addressed in such representations and
certificates. In addition, in rendering this opinion we have, with your consent,
assumed the genuineness of all signatures or instruments relied upon by us, and
the conformity of certified copies submitted to us with the original documents
to which such certified copies relate.

          We are members of the Bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States, the General Corporation Law of the State of Delaware and the laws
of the State of New York.

          Based on and subject to the foregoing, we are of the opinion that the
Common Stock will be, upon issuance and delivery pursuant to the terms and
conditions set forth in the Registration Statement and the Plans, legally
issued, fully paid and nonassessable.



          We hereby consent to be named in the Registration Statement and in the
related prospectus contained therein as the attorneys who passed upon the
legality of the Common Stock and to the filing of a copy of this opinion as
Exhibit 5.1 to the Registration Statement. In giving such 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.


                                        Very truly yours,

                                        /s/ Wachtell, Lipton, Rosen & Katz