Exhibit 5.1
[Expedia Letterhead]
July 29, 2009
Expedia, Inc.
333 108th Avenue N.E.
Bellevue, Washington 98004
Ladies and Gentlemen:
I am acting as counsel for Expedia, Inc., a Delaware corporation (Expedia or the Company)
in connection with the preparation and filing on or about the date hereof with the Securities and
Exchange Commission (the Commission) of a registration statement on Form S-8 (the Registration
Statement) under the Securities Act of 1933, as amended (the Act), in connection with the
registration under the Act of 26,000,000 additional shares of Expedia common stock, par value
$0.001 (the Securities), issuable in connection with grants of equity-based awards under the
Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan, as amended (the Plan).
In rendering this opinion, I have examined such corporate records and other documents
(including the Companys charter and bylaws as currently in effect and the Registration Statement),
and I have reviewed such matters of law as I have deemed necessary or appropriate. In my capacity
as counsel, I have either participated in the preparation of or have reviewed and am familiar with
the Registration Statement and exhibits thereto.
I express no opinion as to the laws of any jurisdiction other than the federal laws of the
United States and the General Corporation Law of the State of Delaware (which includes applicable
provisions of the Delaware Constitution and reported judicial decisions interpreting the General
Corporation Law of the State of Delaware and the Constitution of the State of Delaware).
Based on and subject to the foregoing, I am of the opinion that the Securities will be, upon
issuance and delivery pursuant to the terms and conditions set forth
in the Plan and the Registration Statement,
legally issued, fully paid and nonassessable.
I hereby consent to be named in the Registration Statement and in the related prospectus
contained therein as the attorney who passed upon the legality of the Securities and to the filing
of a copy of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, I
do not thereby admit that I am in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.
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Very truly yours,
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/s/ Burke F. Norton
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Burke F. Norton |
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Executive Vice President, General Counsel and Secretary, Expedia, Inc. |
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