EXHIBIT 5
FRANK J. HARITON o ATTORNEY - AT - LAW
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1065 Dobbs Ferry Road o White Plains o New York 10607 o (Tel) (914) 674-4373 o
(Fax) (914) 693-2963 o (e-mail) [email protected]
NEW YORK CITY OFFICE
The Empire State Building - Suite 3000
New York, New York 10118
(Tel) (212) 695-6000 o (Fax) (212) 695-6007
August 31, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The New World Power Corporation (the "Company")
Registration Statement on Form SB-2 Number 333-43464
Relating to an aggregate of 1,671,764 shares (the "Shares")
of the Company's Common Stock, par value $.01 per share
Gentlemen:
I have been requested by the Company, a Delaware corporation, to
furnish you with my opinion as to the matters hereinafter set forth in
connection with the above captioned Registration Statement (the "Registration
Statement") covering the 1,671,764 Shares. All of the 1,671,764 Shares will be
offered by the Selling Shareholders who acquired the shares under various
agreements.
In connection with this opinion, I have examined the Registration
Statement, the Certificate of Incorporation and By-Laws of the Company, each as
amended to date, copies of the records of corporate proceedings of the Company,
and copies of such other agreements, instruments and documents as I have deemed
necessary to enable me to render the opinion hereinafter expressed.
Based upon and subject to the foregoing, I am of the opinion that all
of the 1,671,764 Shares, when sold in the manner described in the Registration
Statement, will be legally issued fully paid and non-assessable.
I render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of New York, the internal corporate laws of the State
of Delaware. I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the caption "Legal
Opinions" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Frank J. Hariton
Frank J. Hariton
