OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
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                            New York, New York 10022
                                 (212) 753-7200








                                                     November 23, 1998






Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

                  Re:      Hospitality Worldwide Services, Inc.
                           Registration Statement On Form S-3
                           -------------------------------------

Gentlemen:

                  Reference  is made to the  Registration  Statement on Form S-3
dated the date hereof (the "Registration Statement"),  filed with the Securities
and Exchange  Commission by  Hospitality  Worldwide  Services,  Inc., a New York
corporation (the "Company").  The Registration Statement relates to an aggregate
of  2,984,796  shares of Common  Stock,  $.01 par  value,  of the  Company  (the
"Shares").  Of the Shares,  (i) 584,796 were issued by the Company in connection
with the conversion of outstanding  shares of Redeemable  Convertible  Preferred
Stock,  and (ii)  2,400,000  are  reserved  for  issuance by the Company and are
issuable  upon  conversion  of  outstanding  shares  of  Redeemable  Convertible
Preferred Stock.

                  We  advise  you  that we have  examined  originals  or  copies
certified or otherwise  identified to our  satisfaction  of the  Certificate  of
Incorporation  and By-laws of the  Company,  minutes of meetings of the Board of
Directors and shareholders of the Company, and such other documents, instruments
and  certificates  of  officers  and  representatives  of the Company and public
officials,  and we have  made such  examination  of the law,  as we have  deemed
appropriate as the basis for the opinion hereinafter  expressed.  In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents  submitted to us as originals,  and the  conformity to original
documents of documents submitted to us as certified or photostatic copies.






Securities and Exchange Commission
November 23, 1998
Page -2-


                  Based  upon  the  foregoing,  we are of the  opinion  that the
Shares have been, or when issued will be, duly and validly  issued,  and are, or
will be, fully paid and non-assessable.

                  We are  members  of the Bar of the  State  of New  York and we
express no opinion as to the laws of any jurisdiction other than the laws of the
State of New York and the federal laws of the United States of America.

                  We consent  to the  reference  to this firm under the  caption
"Legal Matters" in the Prospectus.



                                    Very truly yours,

                                    /s/ Olshan Grundman Frome & Rosenzweig LLP

                                    OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP