EXHIBIT 5.2
Law Offices of Stephen R. Field
240 Madison Avenue
New York, New York 10016
January 16, 2002
World Wireless Communications, Inc.
5670 Greenwood Plaza Boulevard, Penthouse
Greenwood Village, CO 80111
Re: World Wireless Communications, Inc. Registration Statement on
Form S-1
Gentlemen:
As counsel to World Wireless Communications, Inc., a Nevada
corporation (the "Company"), we have been requested to render this opinion in
connection with the Company's Registration Statement on Form S-1 (the
"Registration Statement"), which is being filed with the Securities and Exchange
Commission (the "SEC") on January 10, 2002 under the Securities Act of 1933, as
amended.
The Registration Statement related to the proposed sale from
time to time of up to an aggregate of 19,857,773 shares of the Company's common
stock (collectively the "Shares") by certain selling shareholders. The selling
shareholders acquired the Shares in connection with private placement
transactions.
For purposes of this opinion, we have examined the
Registration Statement, the Good Standing Certificate dated January 7, 2002
issued by the Secretary of the State of Nevada with respect to the Company, the
Warrants and such other documents as we deemed necessary for the purpose of
rendering this opinion. With respect to the foregoing documents, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to originals of all documents submitted to
us as certified or reproduced copies.
As a further basis for this opinion, we have made such inquiry
of the Company as we have deemed necessary or appropriate for the purpose of
rendering this opinion and have relied on a Certificate issued by the President.
World Wireless Communications, Inc.
January 16, 2002
Page 2
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada.
2. The Shares have been duly authorized for issuance,
and are validly issued, fully paid and non-assessable.
We are attorneys who are admitted to the Bar of the State of
New York and we express no opinion as to the laws of any jurisdiction, other
than the corporate laws of the State of Nevada (including the applicable
provisions of the Nevada Constitution and reported judicial decisions
interpreting these laws) and the United States of America with which we are
familiar. Our examination of law relevant to the matters covered by this opinion
is limited to Federal law and Nevada law.
The opinion is given as of the date hereof and is limited to
the facts, circumstances and matters set forth herein and to laws currently in
effect. No opinion may be inferred or is implied beyond matters expressly set
forth herein, and we do not undertake and assume no obligation to update or
supplement this opinion to reflect any facts or circumstances which may
hereafter come to our attention or any change in law which may hereafter occur.
This opinion is furnished for your benefit only and may not be
used or relied upon by any other person or entity or in connection with any
other transaction without our prior written consent.
We hereby consent to the reference to this Firm under the
heading "Legal Matters" in the Registration Statement and in the related
Prospectus and to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Law Offices of Stephen R. Field
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Law Offices of Stephen R. Field