<PAGE>
EXHIBIT 5.1
GRAUBARD MOLLEN & MILLER
600 Third Avenue
New York, New York 10016
August 28, 2000
Winstar Communications, Inc.
685 Third Avenue
New York, New York 10017
Re: Registration Statement
Ladies and Gentlemen:
We have acted as counsel for Winstar Communications, Inc., a
Delaware corporation ("Company"), in connection with the preparation of the
Registration Statement on Form S-3, File No. 333-43106 ("Registration
Statement"), filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), relating to (i) an
aggregate of $2,000,000,000 of (a) shares of common stock, par value $.01 per
share, of the Company ("Common Stock"), (b) shares of preferred stock, par value
$.01 per share, of the Company ("Preferred Stock"), (c) debt securities of the
Company ("Debt Securities") and (d) depositary shares each representing a
fraction of a share of Common Stock or Preferred Stock of the Company
("Depositary Shares") to be offered on a continued or delayed basis pursuant to
provisions of Rule 415 under the Act (collectively, the "Shelf Securities"),
(ii) shares of Common Stock ("Plan Shares") to be issued under the Company's
Direct Stock Purchase Plan and (iii) 362,675 shares of Common Stock currently
issued and outstanding and owned by an entity listed in the Registration
Statement as a selling stockholder ("Selling Stockholder").
Unless otherwise provided in any prospectus supplement forming
a part of the Registration Statement: with regard to each particular series of
Debt Securities, the Debt Securities will be issued under an indenture in the
form of Exhibit 4.1 to the Registration Statement ("Indenture"); with regard to
each particular series of Preferred Stock, the Preferred Stock will be issued
pursuant to a Certificate of Designations ("Certificate of Designations"); and
with regard to Depositary Shares, the Depositary Shares will be issued under a
deposit agreement ("Deposit Agreement").
This opinion is being furnished pursuant to Item 601 of
Regulation S-K 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) the form of Indenture attached as Exhibit 4.1 to this
Registration Statement; (e) certain records of the Company's corporate
proceedings as reflected in its minute books; and (f) 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
<PAGE>
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:
(1) The Shelf Securities, when issued in accordance with the
terms of the applicable definitive purchase, underwriting or similar agreement,
and the applicable Indenture, Certificate of Designations or Deposit Agreement,
as the case may be, will be duly authorized, validly issued, fully paid and
nonassessable.
(2) The Plan Shares, when issued in accordance with the terms
of the Direct Stock Purchase Plan, will be duly authorized, validly issued,
fully paid and nonassessable.
(3) The shares of Common Stock currently outstanding and owned
by the Selling Stockholder and registered on the Registration Statement have
been duly authorized and validly issued and are fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to
the Registration Statement, to the use of our name as counsel to the Company,
and to all references made to us in the Registration Statement and the
prospectuses forming a part thereof. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder.
Very truly yours,
/s/ GRAUBARD MOLLEN & MILLER
