Exhibit 5.1
GRAUBARD MOLLEN & MILLER
600 Third Avenue
New York, NY 10016
August 2, 2000
Worlds.com Inc.
15 Union Wharf
Boston, MA 02109
Re: Registration Statement on Form SB-2
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Ladies and Gentlemen:
Reference is made to the Registration Statement on Form SB-2
("Registration Statement") filed by Worlds.com Inc. ("Company"), a New Jersey
corporation, under the Securities Act of 1933, as amended ("Act"), with respect
to an aggregate of 3,039,076 shares of common stock, par value $.01 per share
("Common Stock"), to be offered for resale by certain individuals ("Selling
Stockholders"), which consists of 2,890,831 shares of Common Stock issued and
outstanding and 148,245 shares of Common Stock to be issued upon exercise of
options granted and outstanding ("Options").
It is our opinion that: 1. The Common Stock issued and outstanding held
by certain of the Selling Stockholders has been duly authorized and was legally
issued, and is fully paid and nonassessable. 2. The Common Stock to be issued by
the Company upon exercise of the Options has been duly authorized and, when
issued in the manner provided in the instruments governing such options, will be
legally issued and will be fully paid and nonassessable.
In giving this opinion, we have assumed that all certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's transfer agent and registered by the
Company's registrar, if necessary, and will conform, except as to denominations,
to specimens which we have examined.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel and to all
references made to us in the Registration Statement and in the Prospectus
forming a part thereof. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Graubard Mollen & Miller
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GRAUBARD MOLLEN & MILLER
