EXHIBIT 5.1
OPINION OF BARBARA P. DOWNEY
March 29, 2000
Digital Courier Technologies, Inc.
136 Heber Avenue, Suite 204
Park City, Utah 84060
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I am in-house counsel to Digital Courier Technologies, Inc., a Delaware
corporation (the "Company"), and in such capacity have examined the Company's
Registration Statement on Form S-3 (the "Registration Statement"), being filed
by the Company with the Securities and Exchange Commission ("Commission") on
this date under the Securities Act of 1933, as amended ("Act"). The Registration
Statement relates to the proposed registration for resale by a Selling
Stockholder (the "Selling Stockholder") of up to 2,250,000 shares of the
Company's common stock, $.0001 par value per share, 1,250,000 of such shares
which were previously acquired by the Selling Stockholder, and 1,000,000 of such
shares which may be acquired by the Selling Stockholder upon the exercise of
outstanding warrants to purchase common stock.
As counsel for the Company and for purposes of this opinion, I have
made those examinations and investigations of legal and factual matters I deemed
advisable and have examined originals or copies, certified or otherwise
identified to my satisfaction as true copies of the originals, of those
corporate records, certificates, documents and other instruments which, in my
judgment, I considered necessary or appropriate to enable me to render the
opinion expressed below, including the Company's Certificate of Incorporation,
as amended to date, the Company's Bylaws, as amended to date, and the minutes of
meetings of the Company's Board of Directors and other corporate proceedings
relating to the authorization and issuance of the Selling Stockholder's shares.
I have assumed the genuineness and authorization of all signatures and the
conformity to the originals of all copies submitted to me or inspected by me as
certified, conformed or photostatic copies. Also, I have assumed the proper
exercise, conversion and payment for the warrants underlying the shares being
registered in the Registration Statement. Further, I have assumed the due
execution and delivery of certificates representing the Selling Stockholder's
shares.
Based upon the foregoing, and relying solely thereon, I am of the
opinion that the Selling Stockholder's shares have been duly authorized and when
issued, were or will be legally and validly issued, fully paid and
non-assessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
By:/s/Barbara P.Downey
----------------------
Barbara P. Downey