2000 One Logan Square Morgan, Lewis
& Bockius LLP
Philadelphia, PA 19103-6993
COUNSELORS AT LAW
215-963-5000
Fax: 215-963-5299
May 23, 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) 1,173,000 shares (the "Shares") of Common Stock, par value $.01 per
share, of the Company (the "Common Stock"), which includes 153,000 shares
purchasable by the underwriter, solely for the purpose of covering
overallotments, (ii) redeemable warrants (the "Redeemable Warrants") to purchase
up to 1,173,000 shares of Common Stock, which includes 153,000 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 102,000 shares of
Common Stock and 102,000 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
Microleague Multimedia, Inc.
May 23, 1996
Page 2
Agreement; and (h) such records, 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 23, 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