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EXHIBIT 5.01
July 6, 2000
HMG Worldwide Corporation
475 Tenth Avenue
New York, New York 10018
Re: Registration Statement on Form S-3 under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to HMG Worldwide Corporation (the "Company", a
Delaware corporation), we have been asked to render this opinion in connection
with a Registration Statement on Form S-3, being filed contemporaneously
herewith by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Registration Statement"), covering an
aggregate of 2,595,000 shares (the "Shares") of Common Stock (the "Common
Stock"), $0.01 par value per share, which have been included in the Registration
Statement for the account of a certain person identified in the Registration
Statement as the Selling Stockholder.
The Shares represent shares of Common Stock that are issuable upon
conversion of certain convertible note(s) (the "Notes"), each issued to the
Selling Stockholder by the Company.
In that connection, we have examined the Notes, the Certificate of
Incorporation and the By-Laws of the Company, both as amended to date, the
Registration Statement, corporate proceedings of the Company relating to the
issuance of the Common Stock and such other instruments and documents as we have
deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by the Company include all corporate proceedings taken
by the Company to date in connection with the issuance of the Notes and the
Shares.
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HMG Worldwide Corporation
July 6, 2000
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(2) The Shares, when duly issued upon conversion of the Notes, will be duly
and validly authorized and fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
a Professional Corporation
By: /s/ Edward Turney Savage
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A Member of the Firm
