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                                                                    Exhibit 5.01


 
                                            

                       [Cooley Godward LLP Letterhead] 





March 25, 1999                            
                   
eBay Inc.                                  
2005 Hamilton Ave.                         
Suite 350                                 
San Jose, CA 95125 

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by eBay Inc. (the "Company") of a Registration Statement on Form
S-1 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") covering the underwritten public offering of up to 7,475,000
shares of common stock, including 4,250,000 shares to be sold by the Company
(the "Company Shares"), 975,000 shares for which the Underwriters have been
granted an over-allotment option, and 2,250,000 shares to be sold be certain
selling stockholders (the "Selling Stockholder Shares") (collectively, the
"Common Stock").

In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws 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, and (ii)
assumed that the shares of the Common Stock will be sold by the Underwriters at
a price established by the Pricing Committee of the Company's Board of
Directors.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Selling Stockholder Shares are, or will be upon exercise of options and
payment therefor, and the Company Shares, when sold and issued in accordance
with the Registration Statement and related 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 included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.

Very truly yours,

COOLEY GODWARD LLP


By: /s/ Michael J. Sullivan
   ___________________________
     Michael J. Sullivan
