
<PAGE>

                                                                 EXHIBIT (a)(5)

                          OFFER TO PURCHASE FOR CASH
                    All Outstanding Shares of Common Stock

                                      of

                                EMUSIC.COM INC.

                                      at

                              $0.57 Net per Share

                                      by

                          UNIVERSAL ACQUISITION CORP.
                         a wholly owned subsidiary of
                          UNIVERSAL MUSIC GROUP, INC.


 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
        TIME, ON THURSDAY, MAY 17, 2001, UNLESS THE OFFER IS EXTENDED.


                                                                 April 20, 2001

To Our Clients:

  Enclosed for your consideration are the Offer to Purchase dated April 20,
2001, and the related Letter of Transmittal (which, together with the Offer to
Purchase and any amendments and supplements thereto, collectively constitute
the "Offer") in connection with the offer by UNIVERSAL ACQUISITION CORP., a
Delaware corporation ("Purchaser") and wholly owned subsidiary of UNIVERSAL
MUSIC GROUP, INC., a California corporation ("Parent"), to purchase for cash
all outstanding shares of Common Stock, par value $0.001 per share ("Shares"),
of EMUSIC.COM INC., a Delaware corporation (the "Company").

  We are the holder of record of Shares held for your account. A tender of
such Shares can be made only by us as the holder of record and pursuant to
your instructions. The enclosed Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender Shares held by us
for your account.

  We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.

  Your attention is invited to the following:

  1. The offer price is $0.57 per Share, net to you in cash without interest.

  2. The Offer is being made for all outstanding Shares.

  3. The Board of Directors of the Company has unanimously approved the Merger
Agreement (as defined in the Offer to Purchase) and the transactions
contemplated thereby, including the Offer and the Merger (as defined in the
Offer to Purchase), has determined that the Merger is advisable and that the
terms of the Offer and the Merger are fair to and in the best interests of the
Company's stockholders, and has unanimously recommended that the Company's
stockholders accept the Offer and tender their Shares pursuant to the Offer.

  4. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Thursday,  May 17, 2001, unless the Offer is extended.

  5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in the
Offer to Purchase) that number of Shares which constitutes a majority of the
Shares outstanding on a fully diluted basis on the date Shares are accepted
for payment.
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The Offer is also subject to other conditions set forth in the Offer to
Purchase. See Section 14 of the Offer to Purchase.

  6. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise provided
in Instruction 6 of the Letter of Transmittal. Tendering stockholders will not
be obligated to pay brokerage fees or commissions.

  Purchaser is not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid
state statute. In any jurisdiction in which the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer
will be made on behalf of Purchaser by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.

  If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares
will be tendered unless you otherwise specify on the following page. Your
instructions should be forwarded to us in sufficient time to permit us to
submit a tender on your behalf prior to the expiration of the Offer.

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<PAGE>

                       INSTRUCTIONS WITH RESPECT TO THE

                          Offer to Purchase for Cash
                    All Outstanding Shares of Common Stock

                                      of

                                EMUSIC.COM INC.

  The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated April 20, 2001, and the related Letter of Transmittal in
connection with the Offer by Universal Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Universal Music Group, Inc., a
California corporation, to purchase all outstanding shares of Common Stock,
par value $0.001 per share (the "Shares"), of EMusic.com Inc., a Delaware
corporation.

  This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.

  Number of Shares to be tendered:*

_______________________________Shares

Dated: ________________________, 2001     _____________________________________

                                          _____________________________________
                                                      Signature(s)

_______________________________________________________________________________
                                 Print Name(s)

_______________________________________________________________________________

_______________________________________________________________________________
                                  Address(es)

_______________________________________________________________________________
                        Area Code and Telephone Number

_______________________________________________________________________________
                       Tax ID or Social Security Number


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* Unless otherwise indicated, it will be assumed that all Shares held by us
  for your account are to be tendered.

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