FELDHAKE, AUGUST & ROQUEMORE
                                   Attorneys-at-Law
                                     ____________

                                 600 ANTON BOULEVARD
                               PLAZA TOWER, SUITE 1730
                          COSTA MESA, CALIFORNIA  92626-7124
                             Telephone No. (714) 438-3885
                             Facsimile No. (714) 438-3888

12400 Wilshire Blvd., Suite 400                      501 W. Broadway, Suite 1600
Los Angeles, CA 90025                                        San Diego, CA 92101
Telephone No. (310) 826-4141                        Telephone No. (619) 696-6788
Facsimile No. (310) 826-1828                        Facsimile No. (619) 696-8685
                                                                ______

                                                        Arthur J. Swerdloff
                                                             Of Counsel



                                  June 19, 2000
Whitsend  Investments  Limited
c/o  Dr.  Batliner  &  Partner
Aeulestrasse,  74
FL-9490  Vaduz
Liechtenstein

RE:     PRIVATE  EQUITY LINE OF CREDIT AGREEMENT, DATED AS OF JUNE 15, 2000 (THE
        "AGREEMENT"),  BETWEEN WORLDWIDE WIRELESS NETWORKS, INC. (THE "COMPANY")
        AND WHITSEND  INVESTMENTS  LIMITED  (THE  "INVESTOR").

Ladies  and  Gentlemen:

     This  opinion  is  furnished  to  you  pursuant  to  Section  7.2(d) of the
Agreement.  All  capitalized terms used, but not otherwise defined, herein shall
have  the  meanings  given  to  them  in  the  Agreement.

     We  have acted as counsel for the Company in connection with its entry into
the  Agreement;  the  Put Notice attached thereto as Exhibit B; the Registration
                                                     ---------
Rights  Agreement  between  the  Investor  and  the  Company attached thereto as
Exhibit  C  (the  "Registration  Rights  Agreement"); the Stock Purchase Warrant
----------
attached  thereto as Exhibit D (the "Warrant"); and the Escrow Agreement between
                     ---------
the  Investor,  the  Company and Epstein Becker & Green, P.C., dated as of  even
date  with  the  Agreement  and  attached  as  Exhibit  A  thereto  (the "Escrow
                                               ----------
Agreement"  and,  together  with  the  Agreement  and  the  Registration  Rights
Agreement,  sometimes  referred  to  herein  collectively  as  the  "Transaction
Documents").  In such capacity, we have made such legal and factual examinations
and  inquiries  as  we  have  deemed  advisable  or necessary for the purpose of
rendering  this  opinion.  In  addition,  we  have examined, among other things,
originals  or  copies  of such corporate records of the Company, certificates of
public  officials and such other documents and questions of law that we consider
necessary  or  advisable  for  the  purpose  of rendering this opinion.  In such
examination  we have assumed, without independent investigation, the genuineness
of  all  signatures  on original documents, the authenticity and completeness of
all documents submitted to us as originals, the conformity to original documents
of  all  copies submitted to us as copies thereof, the legal capacity of natural
persons,  and  the due execution and delivery of all documents (except as to due
execution  and  delivery  by the Company) where due execution and delivery are a
prerequisite  to  the  effectiveness  thereof.


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Whitsend  Investments  Limited
c/o  Dr.  Batliner  &  Partner
June  19,  2000
Page  2


     With respect to questions of fact material to the opinions expressed below,
we  have  relied  solely upon (a) written and oral statements of officers of the
Company;  (b) any files and records currently in the possession of the attorneys
of  Feldhake,  August  &  Roquemore;  (c)  certified  corporate documents of the
Company;  and  (d)  certificates  of  public  officials,  as  to  each  without
independent inquiry, verification or investigation by us.  Where in this opinion
the  phrase  "to  the best of our knowledge", "of which we are aware", "known to
us" or like language is used, it shall mean the actual knowledge of the specific
Feldhake,  August  &  Roquemore  attorneys  who  have represented the Company as
described  above,  which  actual knowledge is derived solely from relying on the
matters  set  forth  in  the  immediately  preceding  sentence,  without further
investigation  or  inquiry.  All  references  herein  to  any  Schedule  to  the
Transaction  Agreement shall be deemed to refer to such Schedule as delivered at
the  Closing  in  accordance  with  the  terms  of  the  Transaction  Agreement.

     For  purposes  of  this opinion, we have assumed that each Investor has all
requisite  power  and  authority,  and has taken any and all necessary corporate
action,  to  execute  and  deliver  the Agreements, and we are assuming that the
representations  and  warranties  made  by  each  Investor in the Agreements and
pursuant  thereto are true and correct.  Based upon the foregoing and subject to
the  assumptions,  limitations  and  exceptions  contained herein, we are of the
opinion  that:

1.   The Company is a corporation  duly organized and validly existing under the
     laws of the State of  Nevada,  and has all  requisite  corporate  power and
     authority  to carry on its  business  and to own,  lease  and  operate  its
     properties and assets as described in the Company's SEC  Documents.  To our
     knowledge, the Company does not have any subsidiaries and does not own more
     than fifty percent (50%) of the outstanding capital stock of or control any
     other business entity other than as disclosed in the SEC Documents.

2.   The Company has the requisite  corporate  power and authority to enter into
     and perform its  obligations  under the Agreements and to issue the Shares.
     The  execution  and  delivery  of the  Agreements  by the  Company  and the
     consummation by it of the transactions  contemplated thereby have been duly
     authorized  by all  necessary  corporate  action and no further  consent or
     authorization  of the Company or its Board of Directors or  stockholders is
     required.  Each of the  applicable  Transaction  Documents  has  been  duly
     executed  and  delivered  by the  Company  and  each  of  such  Transaction
     Documents  constitutes  the valid and  binding  obligations  of the Company
     enforceable  against the Company in accordance with their respective terms,
     except as such  enforceability  may be  limited by  applicable  bankruptcy,
     insolvency,  or  similar  laws  relating  to, or  affecting  generally  the
     enforcement  of,  creditors'  rights  and  remedies  or by other  equitable
     principles of general application.


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Whitsend  Investments  Limited
c/o  Dr.  Batliner  &  Partner
June  19,  2000
Page  3


3.   The  execution,  delivery and  performance  of the  Agreement and the other
     Transaction  Dcouments by the Company,  and the consummation by the Company
     of the transactions  contemplated thereby,  including,  without limitation,
     the  issuance of the Shares,  do not and will not (i) result in a violation
     of  the  Company's  Articles  of  Incorporation  or  By-Laws;  (ii)  to our
     knowledge,  conflict  with, or  constitute a material  default (or an event
     that with notice or lapse of time or both would become a default) under, or
     give to  others  any  rights of  termination,  amendment,  acceleration  or
     cancellation  of, any  material  agreement,  indenture,  instrument  or any
     "lock-up" or similar  provision of any underwriting or similar agreement to
     which the Company is a party; or (iii) result in a violation of any federal
     or state law, rule or regulation  applicable to the Company or by which any
     property  or asset of the  Company  is bound or  affected,  except for such
     violations as would not, individually or in the aggregate,  have a Material
     Adverse  Effect.  To our knowledge,  the Company is not in violation of any
     terms  of  its  Articles  of   Incorporation  or  Bylaws  (other  than  the
     requirement  to hold its  annual  meeting of the  shareholders  on the date
     specified therein).

4.   Assuming that the Investor is an  "accredited  investor" as defined in Rule
     501 of  Regulation  D, or is  otherwise  an eligible  purchaser  under said
     Regulation  D,  Regulation S or some other  applicable  exemption  from the
     registration  and  qualification  requirements  of the  federal  and  state
     securities  laws (and,  further,  assuming  the  accuracy  of the  Investor
     representations and warranties contained in the Agreement), the issuance of
     the  Shares  in  accordance   with  the  Agreement   will  be  exempt  from
     registration  under the Securities Act of 1933, as amended,  and will be in
     compliance with the state securities laws of the Company's  principal place
     of business.  When so issued,  the Shares will be duly and validly  issued,
     fully  paid and  non-assessable  against  delivery  of the  purchase  price
     therefor,  and free of any liens,  encumbrances  and  preemptive or similar
     rights  contained in the Company's  Articles of Incorporation or Bylaws or,
     to our knowledge, in any agreement to which the Company is party.

5.   We have not been  engaged to devote  substantive  attention  to any claims,
     actions, suits,  proceedings or investigations that are pending against the
     Company or its  properties,  or against  any  officer  or  director  of the
     Company in his or her capacity as such.  To our  knowledge,  the Company is
     not a party to or subject to the provisions of any order, writ, injunction,
     judgment or decree of any court or government agency or instrumentality.

6.   The authorized  capital stock of the Company consists of 50,000,000  shares
     of  Common  Stock,  $0.001  par  value per  share,  of which  approximately
     12,158,833  shares are issued and outstanding,  and no Preferred Stock. All
     of such issued and outstanding shares have been duly authorized and, to our
     knowledge, are fully paid and non-assessable.  To our further knowledge, no
     person has  rescission  rights with respect to any shares of the  Company's
     Common Stock.

     The  opinions set forth in this letter are subject to the following further
qualifications  and  limitations:


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Whitsend  Investments  Limited
c/o  Dr.  Batliner  &  Partner
June  19,  2000
Page  4


     (i)  with respect to the binding effect and foreseen  enforceability of any
          obligation,  the opinions set forth in this letter are subject to: (a)
          the  effect  of  applicable  bankruptcy,  insolvency,  reorganization,
          fraudulent   conveyance,    arrangement,    moratorium,   liquidation,
          receivership,  readjustment  of debts or similar  laws  affecting  the
          rights  of  creditors  generally  as  the  same  may be  applied  in a
          bankruptcy or similar proceeding with respect to the Company;  (b) the
          effect of general principles of equity, including, without limitation,
          laws and judicial decisions which have imposed duties and standards of
          conduct  (including,  without  limitation,  obligations of good faith,
          fair  dealing  and  reasonableness)  upon  creditors  and  contracting
          parties  regardless  of whether such  principles  are  considered in a
          proceeding  in  equity  or at law or as the same may be  applied  in a
          proceeding to enforce the  obligations of the Company;  and (c) to the
          availability of equitable  remedies in a proceeding seeking to enforce
          any obligations of or waivers by the Company;

     (ii) we express no opinion as to the enforceability of cumulative  remedies
          to the  extent  such  cumulative  remedies  would  have the  effect of
          compensating the party entitled to the benefit of such remedies in any
          amount in excess of the actual loss suffered by such party;

     (iii)requirements  set  forth in any of the  Transaction  Documents  to the
          effect that the  provisions  thereof may be waived only in writing may
          not be  valid,  binding  or  enforceable  to the  extent  that an oral
          agreement or implied  agreement by trade practice or course of conduct
          modifying such requirements has been or may be created;

     (iv) we  express no opinion as to the  validity  or  enforceability  of any
          provisions of the Transaction Documents which may impose an obligation
          to pay  attorneys'  fees in the event of any claimed breach or default
          in performance thereunder or in the event of claims of legal action in
          connection therewith;

     (v)  we express no opinion as to the enforceability of any provision of any
          Transaction Document to the extent that such provision is found by any
          court  to  constitute  usury,  nor as to the  impact  of the  laws  of
          community  property as in effect in the State of  California  upon any
          Transaction Document.

     (vi) all of the opinions  contained  herein are qualified in their entirety
          by any item set forth in the disclosure  schedules to any  Transaction
          Document,  as well as to all SEC  Documents,  to the extent  that such
          schedules  or  SEC  Documents  expressly  identify  exceptions  to the
          representations  and  warranties of the Company which are the basis of
          the opinions set forth herein.


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Whitsend  Investments  Limited
c/o  Dr.  Batliner  &  Partner
June  19,  2000
Page  5


     Our  opinions  expressed  herein  are  limited  to the laws of the State of
California  and the federal laws of the United States, and we express no opinion
with  respect to the laws of any other jurisdiction or the rules of conflicts of
laws  applied  by  any  jurisdiction.

     This  opinion is being delivered solely for the benefit of the Investors in
connection  with  the transactions contemplated by the Transaction Agreement and
the  other  Transaction Documents, may not be relied upon for any other purpose,
and  is  not  to  be  quoted in whole or in part or otherwise referred to in any
financial statement, public release, or any other document nor is it to be filed
with  any  governmental  agency  or  any other person, without the prior written
consent  of  this  Firm, unless required by law.  This opinion may not be relied
upon  by  any other person except the designated recipient hereof.  This opinion
is  being  rendered  to such person as of the date hereof only, and we assume no
obligation  to advise any person of any changes that may hereafter be brought to
our  attention,  whether  or  not  such  changes  may affect the accuracy of any
opinion  stated  herein.


                                   Very  truly  yours,



                                   Feldhake,  August  &  Roquemore


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