EXHIBIT 5.1

                            GRAUBARD MOLLEN & MILLER
                                600 Third Avenue
                               New York, NY 10016


                                                     September 1, 1999

Worlds Inc.
15 Union Wharf
Boston, MA 02109

                  Re:      Registration Statement on Form SB-2
                           -----------------------------------

Ladies and Gentlemen:

                  We have acted as counsel to you in connection with the
registration on Form SB-2 under the Securities Act of 1933, as amended
("Securities Act"), by Worlds Inc. ("Company") of, among other shares of common
stock, up to 2,044,625 shares of the Company's common stock issuable upon
exercise of options and warrants.

                  In such capacity, we have examined, among other documents,
copies of the certificate of incorporation and by-laws of the Company and copies
of resolutions adopted by the Company's Board of Directors and the authorization
and sale of the shares of common stock to be issued upon exercise of the options
and warrants. 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 or desirable and proper in order that we may render
the opinion hereinafter set forth. We have assumed the authenticity of such
certificate of incorporation and by-laws, 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.

                  As members of the Bar of the State of New York, we do not
purport to be experts in the law of any jurisdiction other than the State of New
York and with respect to the Federal law of the United States.



                  Based on the foregoing, we are of the opinion that the shares
of common stock issuable upon exercise of the options and warrants have been
duly authorized and, when issued and delivered against payment therefor, as
contemplated by the options and warrants, 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 letter 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



                                        2