FOLEY & LARDNER
ATTORNEYS AT LAW
July 23, 2003
FOLEY & LARDNER
100 NORTH TAMPA STREET, SUITE 2700
TAMPA, FLORIDA 33602-5810
P.O. BOX 3391
TAMPA, FLORIDA 33601-3391
813.229.2300 TEL
813.221.4210 FAX
www.foleylardner.com
WRITER'S DIRECT LINE
813.225.4135
ralba@foleylaw.com Email
CLIENT/MATTER NUMBER
999100-0100
The World Golf League, Inc.
258 East Altamonte Drive
Altamonte Springs, Florida 32701
Re: Amendment No. 1 to the Form S-8 Registration Statement Relating to The
World Golf League, Inc. 2003 Consultant Services Agreement
Ladies & Gentlemen:
We have acted as counsel for The World Golf League, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of Amendment No.
1 to the Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
increase in the number of shares authorized under the plan from 34,000,000 to
36,166,667 shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock"), which may be issued or acquired pursuant to the 2003 Consultant
Services Plan. This opinion letter is rendered pursuant to Item 8 of Form S-8
and Item 601(b)(3) of Regulation S-K. The 36,166,667 shares of Common Stock
issuable pursuant to the Plan are referred to herein as the "Shares."
We have examined and are familiar with the Articles of Incorporation of the
Company, as amended, filed with the Secretary of State of the State of Delaware,
Bylaws of the Company, as amended, proceedings of the Board of Directors and
shareholders of the Company in connection with the adoption of the Agreement,
and such other records and documents of the Company, certificates of public
officials and such other documents as we have deemed appropriate as a basis for
the opinions set forth in this opinion letter.
Based on the foregoing, it is our opinion that the Shares of common stock
covered by the Registration Statement and to be issued pursuant to the
Agreement, when issued in accordance with the terms and conditions of the
Agreement, will be legally and validly issued, fully paid and nonassessable.
We are licensed to practice law in the State of Florida and express no
opinion as to any laws other than those of the State of Florida and the federal
laws of the United States of America.
This opinion letter is provided to you for your benefit and for the benefit
of the Securities and Exchange Commission, in each case, solely with regard to
the Registration Statement, may be relied upon by you and the Commission only in
connection with the Registration Statement, and may not be relied upon by any
other person or for any other purpose without our prior written consent. We
hereby consent to the inclusion of this opinion as Exhibit 5 in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the
Commission promulgated thereunder.
FOLEY & LARDNER
By: /s/ Russell T. Alba
-------------------------
Russell T. Alba
RTA/mtv
BRUSSELS DETROIT MILWAUKEE SAN DIEGO TAMPA
CHICAGO JACKSONVILLE ORLANDO SAN DIEGO/DEL MAR TOKYO
DENVER LOS ANGELES SACRAMENTO SAN FRANCISCO WASHINGTON, D.C.
MADISON TALLAHASSEE WEST PALM BEACH