QuickLinks -- Click here to rapidly navigate through this document
![]() January 27, 2005 Favrille, Inc. 10421 Pacific Center Court, Suite 150 San Diego, CA 92121 | ATTORNEYS AT LAW 4401 Eastgate Mall San Diego, CA 92121-1909 Main 858 550-6000 Fax 858 550-6420 www.cooley.com JANE K. ADAMS (858) 550-6015 adamsjk@cooley.com | Broomfield, CO 720 566-4000 Palo Alto, CA 650 843-5000 Reston, VA 703 456-8000 San Francisco, CA 415 693-2000 |
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by Favrille, Inc. (the "Company") of a Registration Statement (No. 333-114299) on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the "Prospectus"), covering an underwritten public offering of up to 6,900,000 shares (the "Shares") of the Company's common stock, par value $.001, including 900,000 shares of common stock that may be sold pursuant to the exercise of an over-allotment option.
In connection with this opinion, we have examined and relied upon the Registration Statement and Prospectus, the Company's Amended and Restated Certificate of Incorporation and Bylaws and its forms of Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to be effective upon the closing of the offering of the Shares in accordance with the Registration Statement and Prospectus, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement and the Prospectus will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours, | |||
Cooley Godward LLP | |||
By: | /s/ JANE K. ADAMS Jane K. Adams |