Exhibit 5.1
May 13, 1996
Microleague Multimedia, Inc.
750 Dawson Drive
Newark, DE 19713
Re: Microleague Multimedia, Inc.
Registration Statement on Form SB-2 (No. 333-02148)
Ladies and Gentlemen:
We have acted as counsel to Microleague Multimedia, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation of the subject
Registration Statement on Form SB-2 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act") relating to the registration by the Company
of (i) 977,500 shares (the "Shares") of Common Stock, par value $.01 per share,
of the Company (the "Common Stock"), which includes 127,500 shares purchasable
by the underwriter, solely for the purpose of covering overallotments, (ii)
redeemable warrants (the "Redeemable Warrants") to purchase up to 977,500 shares
of Common Stock, which includes 127,500 Redeemable Warrants purchasable by the
underwriter, solely for the purpose of covering overallotments, (iii) the Common
Stock issuable upon exercise of the Redeemable Warrants, (iv) warrants issued to
the Underwriter to purchase 85,000 shares of Common Stock and 85,000 Redeemable
Warrants (the "Underwriter's Warrants"), (v) the Common Stock issuable upon
exercise of the Underwriter's Redeemable Warrants, (vi) the redeemable warrants
(the "Underwriter's Redeemable Warrants") issuable upon exercise of the
Underwriter's Warrants and (vi) the Common Stock issuable upon exercise of the
Underwriter's Redeemable Warrants issuable upon exercise of the Underwriter's
Warrants.
Capitalized terms used herein, unless defined herein or the context indicates
otherwise, shall have the meaning set forth in the Registration Statement.
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Amended and Restated
Articles of Incorporation; (c) the Company's Bylaws, as amended; (d) certain
records of the Company's corporate proceedings as reflected in its minute and
stock books; (e) the draft of the Underwriting Agreement; (f) the Warrant
Agreement; (g) the Underwriter's Warrant Agreement; and (h) such records,
Microleague Multimedia, Inc.
May 13, 1996
Page 2
documents, statutes and decisions as we have deemed relevant. In our
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 of all documents submitted to us as copies thereof.
Subject to the foregoing, it is our opinion that:
1. The Shares have been duly and validly authorized by the Company and,
when and to the extent issued by the Company in the manner contemplated
in the Registration Statement, will be legally issued, fully paid and
non-assessable shares of Common Stock of the Company.
2. The Redeemable Warrants have been duly and validly authorized by the
Company and, when and to the extent issued by the Company in the manner
contemplated in the Registration Statement, will constitute the valid
and binding obligation of the Company to issue and sell the Common
Stock issuable upon exercise of the Warrants in accordance with their
terms.
3. The Common Stock issuable upon exercise of the Redeemable Warrants has
been duly and validly authorized by the Company and, when and to the
extent issued by the Company in the manner contemplated by the
Registration Statement upon exercise of the Redeemable Warrants, will
be legally issued, fully paid and non-assessable shares of Common Stock
of the Company.
4. The Underwriter's Warrants have been duly and validly authorized by the
Company and, when and to the extent issued by the Company in the manner
contemplated by the Underwriting Agreement which appears as Exhibit 1.1
to the Registration Statement, will constitute the valid and binding
obligation of the Company to issue and sell the Common Stock issuable
upon exercise of the Underwriter's Warrants in accordance with their
terms.
5. The Common Stock issuable upon exercise of the Underwriter's Warrants
has been duly and validly authorized by the Company and, when and to
the extent issued by the Company in the manner contemplated by the
Underwriter's Warrant Agreement which appears as Exhibit 4.4 to the
Registration Statement (the "Underwriter's Warrant Agreement"), will be
legally issued, fully paid and non-assessable shares of Common Stock of
the Company.
Microleague Multimedia, Inc.
May 13, 1996
Page 3
6. The Underwriter's Redeemable Warrants issuable upon exercise of the
Underwriter's Warrants have been duly and validly authorized by the
Company and, when and to the extent issued by the Company in the manner
contemplated by the Underwriter's Warrant Agreement, will constitute
the valid and binding obligation of the Company to issue and sell the
Common Stock issuable upon exercise of the Underwriter's Redeemable
Warrants in accordance with their terms.
7. The Common Stock issuable upon exercise of the Underwriter's Redeemable
Warrants has been duly and validly authorized by the Company and, when
and to the extent issued by the Company in the manner contemplated by
the Underwriter's Warrant Agreement, will be legally issued, fully paid
and non-assessable shares of Common Stock of the Company.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters."
In giving such opinion, we do not thereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Act or the
rules or regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
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Morgan, Lewis & Bockius LLP