EXHIBIT 5.1

[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]

April 16, 2002

Liquid Audio, Inc.

800 Chesapeake Drive

Redwood City, CA 94063

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about April 16, 2002 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,816,744 shares of Common Stock, par value $0.001 per share (the “Shares”), reserved for issuance pursuant to your 1996 Equity Incentive Plan, and the 1999 Employee Stock Purchase Plan (together, the “Plans”). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares under the Plans.

It is our opinion that the Shares will be, when issued and sold in the manner referred to in the Plans, legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any subsequent amendment thereto.

Very truly yours,

/s/    WILSON SONSINI GOODRICH & ROSATI        

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation