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                                                                       EXHIBIT 5
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA  94301-1825
Phone:  650-328-6561  Fax:  650-327-3699  www.graycary.com

July 12, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

As legal counsel for GoodNoise Corporation, a Florida corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 8,954,600 shares of the
Common Stock of the Company which may be issued pursuant to the exercise of
options granted under the GoodNoise Corporation 1998 Stock Option Plan and 1998
Nonstatutory Stock Option Plan (the "Plans").

We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed.  In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.  We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Florida and the federal law of the United States.  As to matters of
Florida corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations.  We have not
obtained opinions of counsel licensed to practice in jurisdictions other than
the State of California.

Based on such examination, we are of the opinion that the 8,954,600 shares of
Common Stock which may be issued upon exercise of options granted under the
Plans are duly authorized shares of the Company's Common Stock, and, when issued
against receipt of the consideration therefor in accordance with the provisions
of the Plans, will be validly issued, fully paid and nonassessable.  We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of our name wherever it appears in said
Registration Statement.

Respectfully submitted,

/s/ GRAY CARY WARE & FREIDENRICH LLP
