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[Pepper Hamilton LOGO]
Suite 400
1235 Westlakes Drive
Berwyn, PA 19312-2401
610.640.7800
Fax 610.640.7835
November 29, 2000
WorldGate Communications, Inc.
3190 Tremont Avenue
Trevose, PA 19053
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to WorldGate Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), an aggregate of 250,000 shares
of the Company's Common Stock, $.01 par value (the "Common Stock") issued in
connection with an Agreement and Plan of Merger among Michael Bruno (the
"Selling Stockholder"), Digital Video Art, Inc., and the Company (the "Merger
Agreement"), 119,047 of which will be sold by the Selling Stockholder (the
"Selling Stockholder Shares"), and an additional 130,953 shares of Common Stock
to cover any additional issuances of Common Stock to the Selling Stockholder
pursuant to the terms of the Merger Agreement (the "Additional Shares" and,
together with the Selling Stockholder Shares, the "Shares").
The opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement on Form S-3, and Amendment
No. 1 to the Registration Statement (the "Registration Statement"); (ii) the
Merger Agreement; (iii) the Company's Certificate of Incorporation and Bylaws,
as in effect on the date hereof; (iv) certain resolutions of the Board of
Directors of the Company relating to, among other things, the issuance of the
Shares; and (v) such other documents relating to the Company and the proposed
issuance of the Shares as we have deemed necessary or appropriate as a basis for
the opinions set forth below.
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[Pepper Hamilton LOGO]
WorldGate Communications, Inc.
November 29, 2000
Page 2
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon statements and representations of officers and other representatives
of the Company and others.
Members of our firm are admitted to the Bar of the Commonwealth of
Pennsylvania, and we express no opinion as to the laws of any other jurisdiction
other than the Federal laws of the United States of America and the General
Corporation Law of the State of Delaware ("GCL").
Based upon and subject to the foregoing, we are of the opinion that the
Selling Stockholder Shares have been duly and validly issued and are fully-paid
and non-assessable by the Company under the GCL and that when issued and
delivered in accordance with the terms of the Merger Agreement, the Additional
Shares will be duly authorized, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus filed as part of the Registration Statement.
In giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
This opinion is furnished by us, as your counsel, in connection with the
filing of the Registration Statement and, except as provided in the immediately
preceding paragraph, is not to be used, circulated, quoted or otherwise referred
to for any other purpose without our express written permission or relied upon
by any other person.
Very truly yours,
/s/ PEPPER HAMILTON LLP
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PEPPER HAMILTON LLP
