EXHIBIT 5.1
BARATTA & GOLDSTEIN
ATTORNEYS AT LAW
597 FIFTH AVENUE
NEW YORK, N.Y. 10017
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JOSEPH P. BARATTA (212) 750-9700 FACSIMILE: (212) 750-8297
HOWARD J. GOLDSTEIN INFO@BARAGOLD.COM
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LOUIS R. AIDALA OF COUNSEL
JOAN PALERMO MARGARET M. STANTON
JOSEPH A. BARATTA* LINDA MARYANOV
SAMUEL M. GREENFIELD
* ADMITTED IN NY AND NJ
August 15, 2005
Environmental Solutions Worldwide, Inc.
335 Connie Crescent
Concord, Ontario
Canada L4K 5R2
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentleman:
We have acted as counsel for Environmental Solutions Worldwide, Inc. (the
"Company"), in connection with the preparation and filing of the Company's
Registration statement on Form S-8 under the Securities Act of 1933, as amended,
(the "Registration Statement"), relating to 5,000,000 shares of the Company's
common stock, $.001 par value, (the "Common Stock"), issuable pursuant to the
Company's 2002 Stock Option Plan, (the "Plan").
We have examined the Certificate of Incorporation, as amended, and the By-Laws
of the Company and all amendments thereto, the Registration Statement and
originals, or copies certified to our satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
Based on the foregoing examination, we are of the opinion that the shares of
Common Stock issuable with the Plan are duly authorized and, when issued in
accordance with the Plan, will be validly issued, fully paid and non-assessable.
Further, we consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Baratta & Goldstein
/s/ Baratta & Goldstein
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