Exhibit 5.1
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GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL
200 Park Avenue
New York, New York 10166
May 1, 1998
Millennium Sports Management, Inc.
Ross' Corner
U.S. Highway 206 and County Route 565
P.O. Box 117
Augusta, New Jersey 07822-0117
RE: REGISTRATION STATEMENT ON FORM S-8
Millennium Sports Management, Inc.
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Gentlemen:
We refer to the public offering of the following securities of Millennium
Sports Management, Inc., a New Jersey corporation (the "Company"), as described
in the Company's Registration Statement on Form S-8 being filed with the
Securities and Exchange Commission on or about the date hereof, as same may
subsequently be amended from time to time (the "Registration Statement"):
1. Up to 53,571 shares of common stock, no par value (the "Common
Stock"), of the Company, issuable upon exercise of options exercised, granted
and/or hereafter to be granted under the Company's 1993 Stock Option Plan; and
2. Up to 1,000,000 shares of Common Stock issuable upon exercise of
options granted and/or hereafter to be granted under the Company's 1996 Stock
Award Plan.
In furnishing our opinion, we have examined copies of the Registration
Statement under the Securities Act of 1933, as amended. We have conferred with
officers of the Company and have examined the originals or certified, conformed
or photostatic copies of such records of the Company, certificates of officers
of the Company, certificates of public officials, and such other documents as we
have deemed relevant and necessary under the circumstances as the basis of the
opinion expressed herein. In all such examinations, we have assumed the
authenticity of all documents submitted to us as originals or duplicate
originals, the conformity to original documents of all such document copies, the
authenticity of the respective originals of such latter documents, and the
correctness and completeness of such certificates. Finally, we have obtained
from officers of the Company such assurances as we have considered necessary for
the purposes of this opinion.
Millennium Sports Management, Inc.
May 1, 1998
Page 2
Based upon and subject to the foregoing and such other matters of fact and
questions of law as we have deemed relevant in the circumstances, and in
reliance thereon, it is our opinion that, when and if:
(a) The Registration Statement shall have become effective, as the same may
hereafter be amended; and
(b) The applicable exercise price under the options described in the
Registration Statement shall have been paid;
then and upon the happening of each of the events set forth in paragraph (a) and
(b) above:
The subject Common Stock, upon execution and delivery of proper
certificates therefor, will be duly authorized, validly issued and
outstanding, fully paid and nonassessable shares of Common Stock of the
Company.
The undersigned hereby consent to the use of their name in the Registration
Statement and in the Prospectus forming a part thereof, to references to this
opinion contained therein under the caption of such Prospectus entitled "Legal
Matters," and to the inclusion of this opinion in the Exhibits to the
Registration Statement.
This opinion is limited to the matters herein, and may not be relied upon
in any manner by any other person or used for any other purpose other than in
connection with the corporate authority for the issuance of the Securities
pursuant to and as contemplated by the Registration Statement.
Very truly yours,
GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & QUENTEL
By: /s/ Shahe Sinanian
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Authorized Signatory