AMENDMENT NO. 1America Online Inc • April 4th, 2000 • Services-computer programming, data processing, etc. • New York
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...America Online Inc • April 4th, 2000 • Services-computer programming, data processing, etc.
We 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 Ladies and Gentlemen: We have acted as...America Online Inc • April 4th, 2000 • Services-computer programming, data processing, etc.
We have acted as counsel to America Online, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-4, File Number 333-30208 (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the proposed issuance by the Company of up to 12,948,940 shares of common stock, par value $0.01 per share (the "America Online Common Stock"), upon consummation of the Agreement and Plan of Merger, dated as of December 21, 1999, as amended (the "'Merger Agreement"), among the Company, MQ Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and MapQuest.com, Inc., a Delaware corporation ("MapQuest"). Upon consummation of the Merger (as defined in the Merger Agreement), Merger Sub will be merged with and into MapQuest and each outstanding share of common stock, $0.001 per share, of MapQuest will be convert
