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OPINION OF GREENBERG TRAURIG EXHIBIT 5.1
GREENBERG TRAURIG, P.A.
SEPTEMBER 1, 2000
Terremark Worldwide, Inc.
2601 S. Bayshore Drive
Miami, Florida 33133
Ladies and Gentlemen:
We have acted as counsel for Terremark Worldwide, Inc., a Delaware
corporation (the "Company") in connection with the Company's Registration
Statement on Form S-3 (File No. 333-37060) (the "Registration Statement") being
filed by the Company under the Securities Act of 1933, as amended, with respect
to 161,262,179 shares (the "Shares") of the Company's common stock, par value
$.001 per share (the "Common Stock"), which were issued pursuant to a merger, a
stock purchase agreement and certain acquisition transactions, to the selling
shareholders named therein (the "Selling Shareholders").
In connection with the preparation of the Registration Statement and
this opinion letter, we have examined, considered and relied upon the following
documents (collectively, the "Documents"): (1) the Company's certificate of
incorporation, as amended, as filed with the Secretary of State of the State of
Delaware, (2) the Company's bylaws, as amended, (3) resolutions of the
stockholders and board of directors of the Company, and (4) such other documents
and matters of law as we have considered necessary or appropriate for the
expression of the opinions contained herein.
In rendering the opinions set forth below, we have assumed without
investigation the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, and the veracity of the
Documents. As to questions of fact material to the opinions hereinafter
expressed, we have relied upon the representations and warranties of the Company
made in the Documents.
Based solely upon and subject to the Documents, and subject to the
qualifications set forth below, we are of the opinion that the Shares to be sold
by the Selling Shareholders pursuant to the Registration Statement have been
duly authorized and, when issued in accordance with the terms thereof will be,
fully paid and nonassessable.
Although we have acted as counsel to the Company in connection with
certain other matters, our engagement is limited to certain matters about which
we have been consulted. Consequently, there may exist matters of a legal nature
involving the Company in connection with which we have not been consulted and
have not represented the Company. This opinion letter is limited to the matters
stated herein and no opinions may be implied or inferred beyond the matters
expressly stated herein. The opinions expressed herein are as of the date
hereof, and we assume no obligation to update or supplement such opinions to
reflect any facts or circumstances that may hereafter come to our attention or
any changes in law that may hereafter occur.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
such consent, we do not admit that we come within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933, as amended, and
the rules and regulations thereunder.
Very truly yours,
GREENBERG TRAURIG, P.A.
By: /s/ Paul Berkowitz
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Paul Berkowitz
