Exhibit 5
FEDER KASZOVITZ LLP
ATTORNEYS AT LAW
845 Third Avenue
New York, New York 10022
November 17, 2011
Worlds.com Inc.
11 Royal Road
Brookline, MA02445
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Worlds Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 178,571 shares of the common stock of the Company, par value, $.001 per share (the "Shares"), which is to be issued pursuant to the terms of a consulting agreement (the "Plan").
As counsel for the Company, we have examined such corporate records, documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in our opinion, all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Shares pursuant to the Plan, and that the Shares being registered pursuant to the Registration Statement, when issued in accordance with the terms of the Plan, will be duly authorized, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and all references to it in the Registration Statement.
Very truly yours,
/s/ Gabriel Kaszovitz
Feder Kaszovitz LLP
