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Exhibit 5.1
Peabody & Arnold LLP
50 Rowes Wharf
Boston, MA 02110
September 18, 2000
Activeworlds.com, Inc.
95 Parker Street
Newburyport, MA 01950
Re: Registration Statement on Form S-8
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") filed by Activeworlds.com, Inc., a Delaware
corporation, (the "Company") on or about September 18, 2000 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 666,667 shares of Common Stock, par value $.001 per share, (the
"Common Stock") of the Company issuable under the Company's Restated 1999 Long
Term Incentive Plan (the "Plan").
In connection with the foregoing and in the preparation of this
opinion, we have examined copies, executed or otherwise certified or identified
to our satisfaction as being true copies, of the Registration Statement, the
Certificate of Incorporation and By-laws of the Company, each as amended to
date, minutes of meetings of the Board of Directors and shareholders of the
Company, as well as such statutes, decisions and questions of law as we have
considered necessary in order to enable us to render this opinion.
In our examinations, we have assumed the genuineness of all signatures,
the authenticity of all documents purporting to be originals, and the conformity
to the originals of all documents submitted to us as conformed or photostatic
copies, which facts we have not independently verified. We have assumed, and we
have no information to the contrary, that the minutes of the meetings of the
Board of Directors and shareholders of the Company accurately reflect the
actions taken at those meetings, that the meetings were duly called, that a
quorum was present in each case, and, where action at those meetings related to
the offer or issuance of capital stock, that the offer or issuance was carried
out in the manner authorized or directed by the minutes. We have also assumed,
and we have no information to the contrary, that the information contained in
the documents we have reviewed is accurate.
On the basis of and subject to the foregoing and the matters set forth
in the final paragraphs of this opinion, we are pleased to advise you that in
our opinion the shares of Common Stock issuable upon exercise of options granted
under the Plan, when and as issued, sold against payment therefor (assuming that
the consideration received is sufficient under Delaware law), and delivered in
accordance with the terms of the Plan, will be duly authorized, validly issued,
fully paid and non-assessable.
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We are members of the Bar of the Commonwealth of Massachusetts. This
opinion is limited to the effect of the Delaware General Corporation Law and the
laws (including administrative and judicial interpretations) of the Commonwealth
of Massachusetts and the United States of America, as they existed on the date
of this letter.
The legal opinions expressed in this letter are rendered to, and are
solely for the benefit of, the Company in connection with the offer and sale of
shares of Common Stock pursuant to the Plan for so long as the Registration
Statement is in effect, and may not be relied upon by any other person or for
any other purpose.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act; provided, however,
that our consent shall not be deemed an admission that we come within the class
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission.
Very truly yours,
/s/ Peabody & Arnold LLP
