EX-5.1 3 b312919_ex5-1.txt OPINION OF LEGALITY EXHIBIT 5.1 MORRISON COHEN SINGER & WEINSTEIN, LLP 750 Lexington Avenue New York, New York 10022 Telephone: (212) 735-8600 Facsimile (212) 735-8708 August 3, 2001 Take-Two Interactive Software, Inc. 575 Broadway New York, New York 10012 Re: Registration Statement on Form S-3 Dear Sirs: We refer to a Registration Statement on Form S-3 (the "Registration Statement") filed by you, Take-Two Interactive Software, Inc., a Delaware corporation (the "Company"), pursuant to the Securities Act of 1933, as amended, with the Securities and Exchange Commission thereby registering an aggregate of 1,300,000 shares of common stock, $.01 par value per share (the "Common Stock"), all of which are being registered for resale by the selling stockholders, each a stockholder of the Company. We have examined and are familiar with originals, or copies certified or otherwise identified to our satisfaction, of such corporate records of the Company, certificates of officers of the Company and of public officials and such other documents as we have deemed appropriate as a basis for the opinions expressed below. Based upon the foregoing, we are of the opinion that the Common Stock has been duly and validly authorized and issued and is fully paid and nonassessable. We hereby consent to the use of this opinion in the above-mentioned Registration Statement and to the reference to our name under the heading "Legal Matters" in the Prospectus constituting a part of the Registration Statement. Very truly yours, /s/ Morrison Cohen Singer & Weinstein, LLP -------------------------------------------------------- MORRISON COHEN SINGER & WEINSTEIN, LLP