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
November 20, 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 the Registration Statement No. 333-42774 on Form
SB-2 (the "Rgistration Statement") of Worldwide Wireless Networks,
Inc., a Nevada corporation (the "Company"), relating to the offer and
sale of up to 11,970,060 shares of $0.001 par value common stock (the
"Common Stock") to be offered for resale by the several selling stock-
holders named in the Registration Statement (the "Selling Stock-
holders"). For the purpose of rendering the opinions set forth her
ein, we have examined the Registration Statement and such other of the
Company's documents and records as we have deemed necessary to enable
us t 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
conformty with the original of all documents submitted to us as
certified, telecopied, photostatic or reproduced copies; and (v) the
authenticity and veracity of the originals of all such documents as
supplied to us.
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, validly issued, fully paid and nonassessable.
Very truly yours,
FELDHAKE, AUGUST & ROQUEMORE, LLP
By /s/ Kenneth S. August, Esq.
-----------------------
Kenneth S. August, Esq.
cc: Mr. Jerry Collazo
Thomas Rotert, Esq.
Robert J. Feldhake, Esq.
FELDHAKE, AUGUST & ROQUEMORE LLP
Mr. Jack Tortorice
Worldwide Wireless Networks, Inc.
September 11, 2000
