EXHIBIT 5.1
GRAUBARD MOLLEN & MILLER
600 Third Avenue
New York, NY 10016
October 10, 2000
Winstar Communications, Inc.
685 Third Avenue
New York, New York 10017
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the
offering by Winstar Communications, Inc. ("Company"), of (i) up to 5,000,000
shares of the Company's common stock, $.01 par value per share ("Common Stock"),
pursuant to options that may be granted under the Company's 1995 Performance
Equity Plan ("1995 Plan"), (ii) up to 10,000,000 shares of Common Stock pursuant
to options that may be granted under the Company's 2000 Performance Equity Plan
("2000 Plan") and (iii) up to 2,749,187 shares of Common Stock pursuant to
options outstanding under certain of the Company's other employee benefit plans
("Other Benefit Plans").
In such capacity, we have examined, among other documents, the
1995 Plan, the 2000 Plan, the Other Benefit Plans and the forms of the Stock
Option Agreements between the Company and the grantees of options under the 1995
Plan, the 2000 Plan and Other Benefit Plans, copies of the Amended and Restated
Certificate of Incorporation and By-Laws, as amended, of the Company, and copies
of resolutions adopted by the Company's Board of Directors relating, among other
things, to the amendment to the 1995 Plan, the adoption of the 2000 Plan and the
authorization and sale of the shares of Common Stock to be sold pursuant to the
1995 Plan, the 2000 Plan and Other Benefit Plans and minutes of a meeting of the
stockholders of the Company at which the amendment of the 1995 Plan and the 2000
Plan was approved. We have assumed that all of the Stock Option Agreements
between the Company and the grantees of options under the 1995 Plan, 2000 Plan
and Other Benefit Plans are or will be in the same form as the forms of Stock
Option Agreements we examined. In addition, we have examined and relied upon, to
the extent we deemed such reliance proper, certificates of officers and
directors of the Company, certificates of certain public officials and such
other records and documents as we have considered necessary and proper in order
that we may render the opinion hereinafter set forth. We have assumed the
authenticity of such Amended and Restated Certificate of Incorporation, By-Laws,
as amended, resolutions, certificates, records and other documents examined by
us and the correctness of all statements of fact contained therein, and nothing
has come to our attention that indicates that such documents and other items are
not authentic or correct. 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 originals of all documents presented to us as
conformed or reproduced documents. We have not examined the certificates for the
shares of Common Stock other than specimens thereof.
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Winstar Communications, Inc.
October 10, 2000
Page 2
As members of the Bar of the State of New York, we do not
purport to be experts in the laws of any jurisdiction other than the State of
New York and with respect to the federal laws of the United States.
Based on the foregoing, we are of the opinion that the shares
of Common Stock being offered pursuant to the 1995 Plan, 2000 Plan and Other
Benefit Plans, and the terms of the 1995 Plan, 2000 Plan and Other Benefit Plans
have been duly authorized and, when issued and delivered against payment
therefor, as contemplated by the Stock Option Agreements, will be validly issued
and fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement, to the use of our name as your counsel, and to
all references made to us in the Registration Statement. In giving this consent,
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act, or the rules and regulations
promulgated thereunder.
This opinion is being delivered to you solely for your benefit
and may not be relied upon in any manner by any other person.
Very truly yours,
/s/ Graubard Mollen & Miller
GRAUBARD MOLLEN & MILLER
