November 14, 2000
Ladies and Gentlemen:
We have acted as counsel to World Wrestling Federation Entertainment, Inc.,
a Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Company on
November 14, 2000 with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, with respect to an aggregate of up to
4,615,384 shares (the "Selling Stockholders' Shares") of the Company's Class A
common stock, par value $.01 per share, that may be offered or sold from time to
time by the selling stockholders identified in the Registration Statement.
We have examined the Registration Statement and have reviewed the Company's
Amended and Restated Certificate of Incorporation and Amended and Restated
By-Laws. We have also examined such other public and corporate documents,
certificates, instruments and corporate records, and such questions of law, as
we have deemed necessary for purposes of expressing an opinion on the matters
hereinafter set forth. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity to original and certified documents of
all copies submitted to us as conformed, photostatic or other copies.
On the basis of the foregoing, we are of the opinion that the Selling
Stockholders' Shares have been validly issued and are fully paid and
non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the use of our name in the Prospectus forming a part thereof.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
