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Exhibit 5.0
Legal Share Opinion
OPINION OF ORCHARD
99 Bishopsgate
London
EC2M 3YU
19 October 2000
Starnet Communications International (DE) Inc
The CIBC Banking Centre
Old Parham Road
P O Box 3265
St John's
Antigua
West Indies
World Gaming Plc
Devonshire House
60 Goswell Road
London
EC1M 7AD
Dear Sirs:
We act as special legal counsel in England and Wales to World Gaming Plc (the
"Company") in connection with its formation and the merger of WG
Reorganization Sub, Inc., an indirect, wholly-owned Delaware subsidiary of
the Company, with and into Starnet Communications International (DE) Inc
("Starnet") as set forth in the Agreement and Plan of Reorganization, dated
19 October 2000, by and among the Company, Starnet and the other parties
named therein ("Reorganization Agreement") and as more fully described in the
Registration Statement (as defined below).
For the purposes of giving this opinion, we have examined the registration
statement on Form F-4 filed with the US Securities and Exchange Commission
(the "Registration Statement", which term does not include any exhibits
thereto or any documents incorporated therein by reference), on 19 October
2000 in respect of up to 100 million ordinary shares of the Company par
value 1 pence each (the "Shares"), to be issued pursuant to the
Reorganization Agreement. We have also and made such enquiries as to
questions of law as we have deemed necessary in order to render the opinion
set forth below.
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We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies of documents (whether or not
certified), (b) the accurateness and completeness of all factual representations
made in the Registration Statement and other documents reviewed by us, and (c)
that there is no provision of the law of any jurisdiction, other than England
and Wales, which would have any implication in relation to the opinions
expressed herein.
For the purposes of this opinion we have reviewed photocopies/certified copies
or originals of the following documents:
1. Memorandum and Articles of Association of the Company.
2. Board Minutes of the Company dated 19 October 2000.
3. Minutes of an Extraordinary General Meeting of Shareholders of the
Company dated 19 October 2000.
4. Reorganization Agreement
5. Such other corporate records and documents of the Company as we have
deemed necessary or appropriate for the purpose of this opinion.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than England and Wales. This opinion is governed by
and construed in accordance with the laws of England and Wales and is limited to
and is given on the basis of the current law in practice in England and Wales.
We have carried out a search of the microfiche file against the Company on 19
October 2000 at the Companies Registration Office in England and Wales and we
have conducted a search of the Registry of Winding up Petitions maintained at
the High Courts of Justice, Companies Court in London at Midday on 19 October
2000.
On the basis of, and subject to, the foregoing, we are of the opinion that,
upon consummation of the Reorganization and Merger and when the Shares are
issued and delivered as set forth in the Reorganization Agreement the Shares
will be duly authorised, validly issued, fully paid and non-assessable (the
term non-assessable when used herein means only that the holders of Shares
cannot be assessed for or required to make additional capital contributions
by virtue of their ownership of the Shares). We are not rendering any opinion
on the effectiveness, validity or enforceability of the Reorganization
Agreement under the laws of England and Wales.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm under the section "Legal
Matters".
It is a condition of our rendering this opinion (which you have acknowledged and
agreed to by letter dated [7 August 2000]) that no action or proceedings in
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connection with this opinion shall be instituted, brought or enforced in any
Court or Tribunal except the High Court of Justice in England.
Yours faithfully
/s/ Orchard
Orchard
