EXHIBIT 5.1

                                         Morgan, Lewis & Bockius LLP

2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
(215) 963-5000 (telephone)
(215) 963-5299 (facsimile)


July 24, 1998

CDnow, Inc.
Jenkins Court, Suite 300
610 Old York Road
Jenkintown, PA 19046

Re:  CDnow, Inc. -- Registration Statement on Form S-1 (No. 333-52367)
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Ladies and Gentlemen:

We have acted as counsel to CDnow, Inc., a Pennsylvania corporation (the
"Company"), in connection with the preparation of the above-referenced
Registration Statement on Form S-1 (the "Registration Statement"), relating to
the offering of up to 1,330,000 shares of the Company's common stock, no par
value (the "Common Shares"), of which 1,250,000 shares of authorized but
unissued Common Shares are being sold by the Company and 80,000 shares of
presently issued and outstanding Common Shares are being sold by a selling
shareholder named in the Registration Statement (the "Selling Shareholder"). The
Registration Statement also relates to 199,500 shares of authorized but unissued
Common Shares that may be sold by the Company upon exercise of the Underwriter's
over-allotment option pursuant to the terms of the Underwriting Agreement.

In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Amended and Restated
Articles of Incorporation; (c) the Company's Amended and Restated Bylaws; (d)
certain records of the Company's corporate proceedings as reflected in its
minute and stock books; (e) a draft of the Underwriting Agreement pertaining to
the proposed offering subject to the Registration Statement; and (f) such other
documents as we have deemed relevant. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original of all documents submitted to
us as copies thereof.

Based upon the foregoing, we are of the opinion that:

     1.   the Common Shares to be issued by the Company to the Underwriter as
          described in the Registration Statement, when and to the extent
          purchased by the Underwriter in accordance with the Underwriting
          Agreement, will be legally issued, fully paid and non-assessable; and

     2.   the Common Shares to be sold by the Selling Shareholder to the
          Underwriter as described in the Registration Statement have been
          legally issued and are fully paid and non-assessable.

 
Our opinions set forth above are limited to the laws of the Commonwealth of
Pennsylvania.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement.  In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,


/s/ Morgan, Lewis & Bockius LLP