EXHIBIT 5.1

                        [PROSKAUER ROSE LETTERHEAD]



The Board of Directors
YouthStream Media Networks, Inc.
529 Fifth Avenue
New York, New York 10017

Dear Sirs:

      We are acting as counsel to YouthStream Media Networks, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations thereunder, relating to the registration of 5,000,000
shares (the "Shares") of the Company's common stock, par value $.01 per share,
issuable by the Company pursuant to the YouthStream Media Networks, Inc. 2000
Stock Incentive Plan (the "2000 Plan").

      As such counsel, we have participated in the preparation of the
Registration Statement and have reviewed the corporate minutes relating to the
issuance of the Shares pursuant to the Plan and have also examined and relied
upon originals or copies, certified or otherwise authenticated to our
satisfaction, of all such corporate records, documents, agreements and
instruments relating to the Company and certificates of public officials and of
representatives of the Company.

      Based upon, and subject to, the foregoing, we are of the opinion that the
Shares are duly authorized and, upon exercise in accordance with the terms of
the Plan against payment of the exercise price therefor, and upon compliance
with applicable securities laws, will be, assuming no change in the applicable
law or pertinent facts, validly issued, fully paid and non-assessable.

      The foregoing opinion relates only to matters of the General Corporation
Law of the State of Delaware and does not purport to express any opinion on the
laws of any other jurisdiction.

      We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not 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 of the Securities and Exchange
Commission promulgated thereunder.

Very truly yours,
Proskauer Rose LLP