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                                                                     EXHIBIT 5.1

April 26, 2000

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

Re: EMusic.com Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

As legal counsel for EMusic.com Inc., a Delaware corporation (the "Company"),
we are rendering this opinion in connection with the preparation and filing of
a registration statement on Form S-3 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of 2,340,898
shares of common stock, $0.001 par value (the "Common Stock"), issued or
issuable to the selling stockholders by the Company (i) in connection with the
acquisition of CDuctive.com Inc., formerly known as Group K Inc., d.b.a.
CDuctive ("CDuctive.com") and (iii) upon the exercise of common stock purchase
warrants and options issued in connection with the acquisition of CDuctive.com
(collectively, the "Shares").

We have examined such instruments, documents and records as 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.

Based on such examination, we are of the opinion that, upon the payment of any
applicable exercise price owed to the Company, the Shares are validly issued,
fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus constituting a
part thereof, as originally filed or as subsequently amended.

This opinion is to be used only in connection with the resale of the Shares
while the Registration Statement is in effect.

Respectfully submitted,

/s/ Gray Cary Ware & Freidenrich LLP
---------------------------------
GRAY CARY WARE & FREIDENRICH LLP
