FOLEY & LARDNER
BRUSSELS ONE MARITIME PLAZA, SIXTH FLOOR ORLANDO
CHICAGO SAN FRANCISCO, CALIFORNIA 94111-3404 SACRAMENTO
DENVER TELEPHONE: (415) 434-4484 SAN DIEGO
DETROIT FACSIMILE: (415) 434-4507 SAN FRANCISCO
JACKSONVILLE TALLAHASSEE
LOS ANGELES TAMPA
MADISON WASHINGTON, D.C.
MILWAUKEE WEST PALM BEACH
CLIENT/MATTER NUMBER
069053-0104
January 16, 2001
World Wide Wireless Communications, Inc.
520 Third Street, Suite 101
Oakland, California 94607
Re: World Wide Wireless Communications, Inc. Legality of Shares
Gentlemen:
We have acted as counsel to World Wide Wireless Communications, Inc. (the
"Company"), in connection with the registration for resale of 36,336,113 Shares
of Common Stock (the "Shares") issued and outstanding, and issuable under the
certain Common Stock Purchase Warrants ("the Warrants") and 4% Convertible
Debentures, as described in the Company's Registration Statement on Form SB-2
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended.
We have reviewed such documents and have made such inquiries as we have
deemed necessary and appropriate to render the opinion set forth herein. We have
assumed that all documents that have been submitted to us as originals are true
and correct and those documents submitted to us, as copies conform to the
originals of those documents.
Our opinion is contingent upon the Company amending its Articles of
Incorporation to increase the number of the Company's authorized shares of
common stock. Currently, the Company does not have enough authorized shares of
common stock to issue upon the exercise or conversion of its outstanding
Warrants and 4% Convertible Debentures. All of the shares may not be validly
issued until such time as the Articles of Incorporation of the Company are
amended to increase the authorized number of shares to allow for the issuance of
such shares.
Subject to the foregoing, and assuming that the shares are issued in
accordance with the terms of the Warrants and 4% Convertible Debentures the
shares will be, when issued, duly authorized, validly issued, fully paid and
non-assessable. The issued and outstanding shares are duly authorized, validly
issued, fully paid and non-assessable. We are not providing an opinion as to any
other statements contained in the Form SB-2 registration statement, nor as to
matters that occur after the date thereof.
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We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters."
Sincerely,
/s/ Foley & Lardner
FOLEY & LARDNER
