EXHIBIT 5.1
[Letterhead of Proskauer Rose LLP)
December 8, 2003
theglobe.com, inc.
110 E. Broward Boulevard
14th Floor
Fort Lauderdale, FL 33301
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We are acting as special counsel to the theglobe.com, inc., a
Delaware corporation (the "Company") in connection with the registration,
pursuant to a Registration Statement on Form S-8 (the "Registration Statement"),
of an aggregate of 1,500,000 shares (the "Shares") of Common Stock, par value
$.001 per share, of the Company issuable pursuant to (i) that certain
Non-Qualified Stock Option Agreement with Kellie L. Symthe dated July 17, 2003
(500,000 shares); and (ii) theglobe.com, inc. 2003 Senior Sales Representative
Stock Option Plan (1,000,000 shares) (collectively, the "Options"). With your
permission, all assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the Company
as we have deemed necessary or appropriate for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all
natural persons executing documents, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original
or certified documents of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the opinions
expressed herein, we have relied upon, and assume the accuracy of, certificates
and oral or written statements and other information of or from representatives
of the Company and others.
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that the issuance of the
Shares upon exercise of the Options has been duly authorized and that such
Shares, when issued, paid for and delivered as authorized, will be validly
issued, fully paid and non-assessable.
The opinions expressed herein are limited to the General Corporation
Law of the State of Delaware (the "DGCL") and applicable provisions of the
Delaware Constitution, in each case as currently in effect, and reported
judicial decisions interpreting the DGCL and the Delaware Constitution. The
opinions expressed herein are given as of the date hereof, and we undertake no
obligation to supplement this letter if any applicable laws change after the
date hereof or if we become aware of any facts that might change the opinions
expressed herein after the date hereof or for any other reason.
We hereby consent to the filing of this opinion as an exhibit to the Form
S-8 relating to the registration of the Shares. In giving such consent, we do
not hereby admit that we are in the category of such persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
PROSKAUER ROSE LLP
By: /s/ Christopher C. Wheeler
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Christopher C. Wheeler