Exhibit 5.1.1


February 12, 2003

Digital Descriptor Systems, Inc.
446 Lincoln Highway
Fairless Hills, PA 19030

Dear Sir or Madam:

         We have acted as counsel for Digital Descriptor Systems, Inc., a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form SB-2 and subsequent amendments, (the "Registration Statement")
being filed with the Securities and Exchange Commission relating to the
registration for resale of 30,000,000 shares of common stock, par value $ .001
per share, which are issuable upon conversion of convertible debentures.

            In connection with the foregoing, we have examined, among other
things, the Registration Statement and originals or copies, satisfactory to us,
of all such corporate records and of all such other agreements, certificates and
documents (including instruments evidencing or setting forth the terms and
provisions of the Convertible Securities) as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of documents submitted to us as copies. As to any facts material to
such opinion, we have, to the extent that relevant facts were not independently
established by us, relied on certificates of public officials and certificates,
oaths and declarations of officers or other representatives of the Company.

            Based on our examination mentioned above, we are of the opinion that
the securities being sold pursuant to the Registration Statement are duly
authorized and will be, when sold in the manner described in the Registration
Statement, legally and validly issued, and fully paid and non-assessable.

            We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and to the reference to our firm under "Legal
Matters" in the related Prospectus.

            Very truly yours,

            /s/ Naccarato & Associates