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EXHIBIT 5.1
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 Lexington Avenue
New York, New York 10022
Telephone: (212) 735-8600
Facsimile (212) 735-8708
January 8, 2001
Take-Two Interactive Software, Inc.
575 Broadway
New York, New York 10012
Re: Registration Statement on Form S-3
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Dear Sirs:
We refer to a Registration Statement on Form S-3 (the "Registration
Statement") filed by you, Take-Two Interactive Software, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), with the Securities and Exchange Commission thereby
registering an aggregate of 557,103 shares of common stock, $.01 par value per
share (the "Common Stock"), all of which are being registered for resale by the
selling stockholder, a stockholder of the Company.
We have examined and are familiar with originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records of the
Company, certificates of officers of the Company and of public officials and
such other documents as we have deemed appropriate as a basis for the opinions
expressed below.
Based upon the foregoing, we are of the opinion that the Common Stock has
been duly and validly authorized and issued and is fully paid and nonassessable.
We hereby consent to the use of this opinion in the above-mentioned
Registration Statement and to the reference to our name under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Morrison Cohen Singer & Weinstein, LLP
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MORRISON COHEN SINGER & WEINSTEIN, LLP
II-5
