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EXHIBIT 5.01
November 15, 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 700,000 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.
In that connection, we have examined 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. 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 Shares.
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HMG Worldwide Corporation
November 15, 2000
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
The Shares have been duly and validly authorized and are 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
