EXHIBIT 5.01

                                                   February 17, 2000

Worldwide Entertainment & Sports Corp.
29 Northfield Avenue
West Orange, New Jersey 07052

            Re:   Registration Statement on Form S-3 under the Securities Act of
                  1933

Ladies and Gentlemen:

      In our capacity as counsel to Worldwide Entertainment & Sports Corp., a
Delaware corporation (the "Company"), we have been asked to render this opinion
in connection with a Registration Statement on Form S-3, being filed
contemporaneously herewith by Worldwide with the Securities and Exchange
Commission under the Securities Act of 1933 (the "Registration Statement"),
covering an aggregate of 6,941,508 of Common Stock, $0.01 par value (the "Common
Stock"), which have been included in the Registration Statement as Selling
Stockholders.

      In that connection, we have examined the Certificate of Incorporation and
the By-Laws of Worldwide, both as amended to date, the Registration Statement,
corporate proceedings of Worldwide relating to the issuance of the Common Stock
and such other instruments and documents as we have deemed relevant under the
circumstances.

      In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by Worldwide include all corporate proceedings taken by
the company to date in connection with the issuance of the shares of Common
Stock being registered.

      Based upon and subject to the foregoing, we are of the opinion that:

      (1) Worldwide has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.

      (2) The outstanding shares of Common Stock being registered are duly and
validly authorized and fully paid and non-assessable.

      (3) The shares of Common Stock being registered that will be issued upon
the exercise of warrants, when duly issued upon exercise of such warrants, will
be duly and validly authorized and fully paid and non-assessable.

      We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.

                                        Very truly yours,


                                        PARKER DURYEE ROSOFF & HAFT