Exhibit 5.1
June 21, 2005
The Board of Directors
EarthLink, Inc.
1375 Peachtree St.
Atlanta, GA 30309
EARTHLINK, INC.
Registration Statement on Form S-8
We are acting as counsel for EarthLink, Inc. (the “Company”) in connection with its registration statement (the “Registration Statement”) on Form S-8, as filed with the Securities and Exchange Commission, with respect to 238,862 shares of the Company’s common stock, $0.01 par value per share, to be issued by the Company (the “Shares”) pursuant to certain non-statutory stock option agreements and warrants. In connection with the filing of the Registration Statement, you have requested our opinion concerning certain corporate matters.
In rendering this opinion, we have relied upon, among other things, our examination of such records of the Company and certificates of its officers and of public officials as we have deemed necessary.
Based upon the foregoing and the further qualifications stated below, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when such Shares have been issued in accordance with the terms of the related stock option agreements and warrants, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Form S-8. In giving this consent, we do not admit that we are within the category of persons whose consent is required by section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder by the Securities and Exchange Commission.
| Very truly yours, |
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| /s/ Hunton & Williams LLP | |
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| HUNTON & WILLIAMS LLP |
