Re: Agreement and Plan of Merger dated as of December 21, 1999, as amended, among America Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc. MapQuest.com, Inc. 3710 Hempland Road Mountville, Pennsylvania 17554 Ladies and Gentlemen: We have...Agreement and Plan of Merger • April 4th, 2000 • America Online Inc • Services-computer programming, data processing, etc.
Contract Type FiledApril 4th, 2000 Company IndustryWe have acted as special counsel to MapQuest.com, Inc., a Delaware corporation (the "Company"), in connection with the proposed merger (the "Merger") of MQ Acquisition, Inc. ("Sub"), a Delaware corporation and a direct, wholly-owned subsidiary of America Online, Inc., a Delaware corporation ("Parent"), with and into the Company. All capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 21, 1999, as amended, among Parent, Sub and the Company (the "Merger Agreement"). This opinion is being delivered in connection with Parent's Registration Statement on Form S-4 relating to the proposed Merger pursuant to the Merger Agreement (the "Registration Statement") to which this opinion appears as an exhibit.
Re: Agreement and Plan of Merger dated as of December 21, 1999, as amended, among America Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc. America Online, Inc. 22000 AOL Way Dulles, Virginia 20166-9393 Ladies and Gentlemen: We have acted as...Agreement and Plan of Merger • April 4th, 2000 • America Online Inc • Services-computer programming, data processing, etc.
Contract Type FiledApril 4th, 2000 Company IndustryWe have acted as special counsel to America Online, Inc., a Delaware corporation ("Parent"), in connection with the proposed merger (the "Merger") of MQ Acquisition, Inc. ("Sub"), a Delaware corporation and a direct, wholly- owned subsidiary of Parent, with and into MapQuest.com, Inc., a Delaware corporation (the "Company"). All capitalized items used but not defined herein have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 21, 1999, as amended, among Parent, Sub and the Company (the "Merger Agreement"). This opinion is being delivered in connection with Parent's Registration Statement on Form S-4 relating to the proposed Merger pursuant to the Merger Agreement (the "Registration Statement") to which this opinion appears as an exhibit.