FELDHAKE, AUGUST & ROQUEMORE LLP
Attorneys at Law
IRVINE OFFICE
Newport Gateway, Tower II
19900 MacArthur Blvd., Suite 850
Irvine, California 92612
Telephone (949) 553-5000
Facsimile (949) 553-5098
SAN DIEGO OFFICE
Koll Center, Suite 750
501 West Broadway
San Diego, California 92101
Telephone (619) 696-6788
Facsimile (619) 696-8685
Respond To Irvine Office
October 5, 2000
Mr. Jack Tortorice, President
Worldwide Wireless Networks, Inc.
770 The City Drive, Suite 3400
Orange, CA 92868
Re: Legality of Shares Being Registered
Dear Mr. Tortorice:
We refer to Amendment No. 1 to Registration Statement No. 333-42774 on Form
SB-2 (the "Registration Statement") of Worldwide Wireless Networks, Inc., a
Nevada corporation (the "Company"), relating to the offer and sale of up to
10,970,060 shares of $0.001 par value common stock (the "Common Stock") to be
offered for resale by the several selling stockholders named in the Registration
Statement (the "Selling Stockholders").
For the purpose of rendering the opinions set forth herein, we have
examined the Registration Statement and such other of the Company's documents
and records as we have deemed necessary to enable us to express our opinions set
forth below.
In our examination of these items, we have assumed: (i) the genuineness of
all signatures appearing on such documents or instruments; (ii) the legal
capacity of all natural persons who have signed documents submitted to us; (iii)
the authenticity of all documents submitted to us as originals; (iv) the
conformity with the original of all documents submitted to us as certified,
telecopied, photostatic or reproduced copies; (v) the authenticity of the
originals of all such documents; (vi) the due, binding and valid authorization
by the appropriate executive officers of the Company of all actions purported to
be taken by the Company in connection with the execution, delivery, and/or
performance of all such documents or instruments; and (vii) the due, binding and
valid authorization, execution and delivery of all documents and instruments
submitted to us in connection with our review.
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FELDHAKE, AUGUST & ROQUEMORE LLP Mr. Jack Tortorice
Worldwide Wireless Networks, Inc.
September 11, 2000
Page 2
Based upon the foregoing, we are of the opinion that the common stock being
offered by the Selling Stockholders as described in the Registration Statement
will be, when issued as described therein, or, upon the exercise of warrants or
convertible debentures in accordance with their terms, legally issued, fully
paid and nonassessable.
Very truly yours,
FELDHAKE, AUGUST & ROQUEMORE, LLP
/s/
Kenneth S. August, Esq.
KSA:rn
cc: Mr. Jerry Collazo
Thomas Rotert, Esq.
Robert J. Feldhake, Esq.
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