Exhibit 5.1
GREENBERG TRAURIG
200 Park Avenue
New York, New York 10166
August 26, 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: Post-Effective Amendment No. 3 to
Registration Statement on Form SB-2
Millennium Sports Management, Inc.
Registration No. 333-90
Gentlemen:
We refer to the public offering of the following securities (collectively,
the "Securities") of Millennium Sports Management, Inc., a New Jersey
corporation (the "Company"), as described in Post-Effective Amendment No. 3 to
Registration Statement on Form SB-2 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 1,012,000 shares of common stock, no par value (the "Common
Stock"), of the Company, issuable upon exercise of the Class D Warrants
described in the Registration Statement; and
2. Up to 2,585,954 shares of Common Stock issuable upon exercise of the
923,555 outstanding Class A Warrants described in the Registration Statement.
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
Millennium Sports Management, Inc.
August 26, 1998
Page 2
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.
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 purchase price for the Class D Warrants, and the
applicable exercise price of the Class A Warrants or Class D Warrants (as
the case may be), 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 Securities, upon execution and delivery of proper certificates
therefor, will be duly authorized, validly issued and outstanding, fully
paid and nonassessable shares of Common Stock and warrants of the Company,
as the case may be.
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
By: /s/ Shahe Sinanian
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Authorized Signatory