EXHIBIT 5.1

                            [LETTERHEAD APPEARS HERE]

August 4, 2004


eBay Inc.
2145 Hamilton Avenue
San Jose, California 95125

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by eBay Inc. (the "Company") of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") covering the offering of (i) up to an aggregate of 6,000,000
shares of the Company's common stock, $0.001 par value, (the "COMMON STOCK")
issuable or reserved for issuance pursuant to its 1999 Global Equity Incentive
Plan (the "1999 PLAN"), (ii) up to an aggregate of 18,000,000 shares of the
Company's Common Stock issuable or reserved for issuance pursuant to its 2001
Equity Incentive Plan (the "2001 PLAN"), and (iii) up to an additional 2,768,564
shares of the Company's Common Stock issuable or reserved for issuance pursuant
to the "evergreen" provision of its 1998 Employee Stock Purchase Plan (the "1998
PLAN" and, together with the 1999 Plan and the 2001 Plan, the "PLANS").

In connection with this opinion, we have examined the Registration Statement and
the Company's Amended and Restated Certificate of Incorporation and Bylaws, each
as amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and the related prospectus, will be validly issued, fully
paid and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid when such deferred payments are
made in full).

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

COOLEY GODWARD LLP


/s/ Kenneth L. Guernsey
-----------------------
Kenneth L. Guernsey