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                                                                     EXHIBIT 5.1


                                                                                                    
                                                   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. 10017
LAWRENCE J. TOSCANO                                     (212) 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
JESSICA Y.CHUN



                                                                April 27, 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
(1) offer and resale of (i) up to 5,294,000 shares of Common Stock, par value
$.001 (the "Common Stock"),  (ii) 160,375 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, and (2) the offer
and sale of up to 2,000,000 shares of Common Stock (collectively, items (1) and
(2), 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 (1)(i) has been
fully paid and is duly and validly issued and is nonassessable, and as to the
Common Stock identified in items (1)(ii) ,(1)(iii) and (2), subject to the
payment therefore pursuant to their terms, will be duly and validly issued,
fully paid and nonassessable shares of Common Stock of the Company.
    



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Heller, Horowitz & Feit, P.C. 
   
Worlds Inc.
April 27, 1998
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                  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.