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                                                                       EXHIBIT 5
January 11, 2000


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

Ladies and Gentlemen:

As legal counsel for EMusic.com Inc., a Delaware corporation (the "Company"), I
am rendering this opinion in connection with the registration under the
Securities Act of 1933, as amended, of up to 290,538 shares of the Common Stock,
$0.001 par value, of the Company which may be issued pursuant to the exercise of
options and purchase rights granted under the 1998 Amended and Restated Stock
Option Plan of CDuctive.com Inc. (the "Plan") which have been assumed by the
Company.

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

Based on such examination, I am of the opinion that the 290,538 shares of Common
Stock which may be issued upon exercise of options and purchase rights granted
under the Plan 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 Plan, will be validly issued, fully paid and nonassessable. I
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of my name wherever it appears in said
Registration Statement.

Respectfully submitted,

/s/ Peter M. Astiz, Esq.
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Peter M. Astiz, Esq.
General Counsel
