July 7, 1999





The Cobalt Group, Inc.
2030 Fifth Avenue, Suite 300
Seattle, WA 98121


Gentlemen:

     We have acted as counsel to you in connection with the authorization and
issuance by The Cobalt Group, Inc. (the "Company") of up to 4,500,000 shares of
the Company's common stock, $0.01 par value per share (the "Common Stock"),
together with an additional 675,000 shares of Common Stock if and to the extent
the underwriters exercise an over-allotment option granted by the Company and
the preparation and filing of a registration statement on Form S-1 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), which you are filing with the Securities and Exchange
Commission with respect to the foregoing shares of Common Stock (collectively,
the "Shares").

     We have examined the Registration Statement and such documents and records
of the Company and other documents as we have deemed necessary for the purpose
of this opinion.  Based upon the foregoing, we are of the opinion that upon the
happening of the following events:

     (a)  the filing and effectiveness of the Registration Statement and any
          amendments thereto,

     (b)  the offering and sale of the Shares as contemplated by the
          Registration Statement, and

     (c)  receipt by the Company of the consideration required for the Shares to
          be sold by the Company as contemplated by the Registration Statement,

the Shares will be duly authorized, validly issued, fully paid and
nonassessable.





The Cobalt Group, Inc.
July 6, 1999
Page 2


     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments and any registration statement relating to the same
offering that is to be effective upon filing pursuant to Rule 462(b) under
the Securities Act, and to the reference to our firm under the heading "Legal
Matters" in the prospectus included in the Registration Statement.  In giving
such consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.


                              Very truly yours,

                              STOEL RIVES LLP