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                                                                       EXHIBIT 5


                                                                                                       
                                                      HELLER, HOROWITZ & FEIT, P.C.
JACOB W. HELLER                                           ATTORNEYS AT LAW                                          COUNSEL
RICHARD F. HOROWITZ                                      292 MADISON AVENUE                                     ROBERT C. MALABY
ELI FEIT                                                NEW YORK, N.Y. I00I7
LAWRENCE J. TOSCANO                                        (2I2) 685-7600                                        CABLE ADDRESS
STUART A. BLANDER                                                                                               HELLFEITER, N.Y.
SIGMUND S. WISSNER-GROSS
MAURICE W. HELLER                                                                                                  TELECOPIER
ALAN A. HELLER                                                                                                   (2I2) 696-9459
IRVING ROTHSTEIN
                                                                                                                 WORLD WIDE WEB
MAY ORENSTEIN                                                                                                HTTP://WWW.HHANDF.COM
LOUIS A. BRILLEMAN
JOEL C. HAIMS                                                                                                   WRITERS E-MAIL
CLIFFORD J. BOND                                                                                             IROTHSTEIN@HHANDF.COM
ALLEN M. EISENBERG
JOSEPH H. CARLISLE



                                                                January 16, 1998

Worlds Inc.
15 Union Wharf
Boston, MA 02109

Gentlemen:

                  As counsel for your Company, we have examined your Articles of
Incorporation, By-Laws, such other corporate records, documents and proceedings
and such questions of law as we have deemed relevant for the purpose of this
opinion.

                  We have also, as such counsel, examined the Registration
Statement (the Registration Statement) of your Company on Form SB-2, covering
the registration under the Securities Act of 1933, as amended, of the proposed
offer and resale of (i) up to 5,264,000 shares of Common Stock, par value $.001
(the Common Stock), (ii) 159,625 shares of Common Stock underlying Warrants,
and (iii) 150,000 shares of Common Stock underlying options, all of which are
being registered on behalf of selling stockholders (collectively, items (i) -
(iii), the Registered Securities). Our review has also included the exhibits
and forms of prospectus (the Prospectus) for the resale of the Registered
Securities.

                  On the basis of such examination, we are of the opinion that:

                  1. The Company is a corporation duly authorized and validly
existing and in good standing under the laws of the State of New Jersey, with
corporate power to conduct the business which it conducts as described in the
Registration Statement.

                  2. The Common Stock identified above in item (i) has been duly
and validly issued and is nonassessable, and as to the Common Stock identified
in items (ii) and (iii), subject to the payment therefore pursuant to their
terms, will be duly and validly issued as fully paid and nonassessable shares of
Common Stock of the Company.




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Heller, Horowitz & Feit, P.C. 

Worlds Inc.
January 16, 1998
Page 2

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name in the Prospectus under
the caption "Legal Matters."

                                                 Very truly yours,

                                                 /S/
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                                                 HELLER, HOROWITZ & FEIT, P.C.