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EXHIBIT 5.01
July 27, 2000
Worldwide Entertainment & Sports Corp.
276 Fifth Avenue
New York, New York 10001
Re: Registration Statement on Form S-3 under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to Worldwide Entertainment & Sports Corp., a
Delaware corporation (the "Company"), we have been asked to render this opinion
in connection with a Registration Statement on Form S-3, being filed
contemporaneously herewith by Worldwide with the Securities and Exchange
Commission under the Securities Act of 1933 (the "Registration Statement"),
covering an aggregate of 8,776,000 of Common Stock, $0.01 par value (the "Common
Stock"), which have been included in the Registration Statement as Selling
Stockholders.
In that connection, we have examined the Certificate of Incorporation
and the By-Laws of Worldwide, both as amended to date, the Registration
Statement, corporate proceedings of Worldwide relating to the issuance of the
Common Stock and such other instruments and documents as we have deemed relevant
under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as original or photostatic copies. We have also assumed that the
corporate records furnished to us by Worldwide include all corporate proceedings
taken by Worldwide to date in connection with the issuance of the shares of
Common Stock being registered.
Based upon and subject to the foregoing, we are of the opinion that:
(1) Worldwide has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(2) The outstanding shares of Common Stock being registered are duly
and validly authorized and fully paid and non-assessable.
(3) The shares of Common Stock being registered that will be issued
upon the exercise of options or warrants, when duly issued upon exercise of such
options or warrants, will be duly and validly authorized and fully paid and
non-assessable.
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We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
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