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EXHIBIT 5.1
January 19, 2001
ACTV, Inc.
225 Park Avenue, 18th Floor
New York, New York 10003-1604
Gentlemen:
You have requested our opinion with respect to the offer and sale by
ACTV, Inc., a Delaware corporation (the "Company"), pursuant to a registration
statement (the "Registration Statement") on Form S-8 under the Securities Act of
1933, as amended (the "Act"), of up to 4,000,000 shares of ACTV, Inc., par value
$.10 per share (the "Common Stock") issuable upon exercise of stock options
granted or available for grant under the Company's 2000 Stock Incentive Plan
(the "Plan Shares").
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereafter expressed.
With respect to such examination, we have assumed the genuineness of all
signatures appearing on all documents presented to us as originals, and the
conformity to the originals of all documents presented to us as conformed or
reproduced copies. Where factual matters relevant to such opinion were not
independently established, we have relied upon certificates of executive
officers and responsible employees and agents of the Company.
Based upon the foregoing, it is our opinion that the Plan Shares have
been duly and validly authorized and when sold, paid for and issued as
contemplated by the 2000 Stock Incentive Plan will be duly and validly issued
and fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby concede that
we come within the categories of persons whose consent is required by the Act or
the General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ GERSTEN, SAVAGE & KAPLOWITZ, LLP
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Gersten, Savage & Kaplowitz, LLP
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