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Exhibit 5.1
GRAUBARD MOLLEN & MILLER
600 Third Avenue
New York, New York 10016
May 31, 2000
Winstar Communications, Inc.
685 Third Avenue
New York, New York 10017
Re: Registration Statement
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Ladies and Gentlemen:
We have acted as counsel for Winstar Communications, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of the
registration statement (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Act"), relating to the resale by certain persons (the
"Offering") of up to an aggregate of $2.0 billion aggregate principal amount
of notes (the "Notes"). This opinion is being furnished pursuant to Item 601 of
Regulation S-A under the Act. In rendering the opinion set forth below, we have
reviewed (a) the Registration Statement and the exhibits thereto; (b) the
Company's Certificate of Incorporation, as amended; (c) the Company's Amended
and Restated Bylaws; (d) certain records of the Company's corporate proceedings
as reflected in its minute books; and (e) such statutes, records and other
documents as we have deemed relevant.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
conformity with the originals of all documents submitted to us as copies
thereof. In addition, we have made such other examinations of law and fact as we
have deemed relevant in order to form a basis for the opinion hereinafter
expressed.
Based upon the foregoing, we are of the opinion that the Notes
when issued in accordance with the terms of the Conversion Agreement filed as an
exhibit to the Registration Statement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement and to the references to this Firm under the caption
"Legal Matters" in the Registration Statement. In giving such consent, we do not
thereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
GRAUBARD MOLLEN & MILLER
