S-3/A

As filed with the Securities and Exchange Commission on July 31, 2002

File No. 333-96927

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	84-0873124
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

2601 S. Bayshore Drive
Miami, Florida 33133
(305) 856-3200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

José E. González, Esq.
General Counsel
Terremark Worldwide, Inc.
2601 S. Bayshore Drive
Miami, Florida 33133
(305) 856-3200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of Communications to:
Paul Berkowitz, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500

Approximate date of commencement of proposed sale to the public:

From time to time or at one time after this Registration Statement becomes effective

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.     x

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

INTRODUCTORY NOTE

This Pre-Effective Amendment No. 1 to Registration Statement No. 333-96927 is being filed with the Securities and Exchange Commission in order to include Item 16 and Exhibit 5.1 thereto. The Prospectus which forms a part of this Pre-Effective Amendment No. 1 is identical to the Prospectus as filed with the Securities and Exchange Commission on July 23, 2002, which Prospectus is not separately included in this Pre-Effective Amendment No. 1.

Item 16. Exhibits

     The following exhibits, which are furnished with this registration statement or incorporated by reference, are filed as part of this registration statement:

3.1	Restated Certificate of Incorporation of the Registrant (1)
3.2	Restated Bylaws of the Registrant (1)
5.1	Opinion of Greenberg Traurig, P.A.
10.1	Put and Warrant Purchase Agreement, between Terremark Worldwide, Inc. and TD Global Finance, dated April 10, 2002(2)
23.1	Consent of Independent Certified Public Accountants(2)
24.1	Power of Attorney (contained in Exhibit 5.1)

(1)	Previously filed as an exhibit to Registrant’s Registration Statement on Form S-3 filed May 15, 2000.
(2)	Previously filed as an exhibit to Registrant’s Registration Statement on Form S-3 filed July 23, 2002.

2

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Miami, state of Florida, on July 31, 2002.

TERREMARK WORLDWIDE, INC.

By: /s/ MANUEL D. MEDINA

Manuel D. Medina
Chairman of the Board
Chief Executive Officer

3

EXHIBIT INDEX

Exhibit	Description
5.1	Opinion of Greenberg Traurig, P.A.

4 EX-5.1 3 g77312a1exv5w1.htm OPINION OF GREENBERG TRAURIG PA

Exhibit 5.1

OPINION OF GREENBERG TRAURIG, P.A.

July 31, 2002

Terremark Worldwide, Inc.
2601 S. Bayshore Drive
Miami, Florida 33133

Ladies and Gentlemen:

     We have acted as counsel for Terremark Worldwide, Inc., a Delaware corporation (the “Company”) in connection with the Company’s Registration Statement on Form S-3 (the “Registration Statement”) being filed by the Company under the Securities Act of 1933, as amended, with respect to 21,178,589 shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), which were issued to the selling stockholder named therein (the “Selling Stockholder”). Of the Shares offered thereby, 3,529,765 shares (the “Warrant Shares”) are issuable to the Selling Stockholder upon exercise of warrants issued to the Selling Stockholder (the “Warrants”).

     In connection with the preparation of the Registration Statement and this opinion letter, we have examined, considered and relied upon the following documents (collectively, the “Documents”): (1) the Company’s restated certificate of incorporation, as filed with the Secretary of State of the State of Delaware, (2) the Company’s restated bylaws, (3) resolutions of the board of directors of the Company, and (4) such other documents and matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein.

     In rendering the opinions set forth below, we have assumed without investigation the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies, and the veracity of the Documents. As to questions of fact material to the opinions hereinafter expressed, we have relied upon the representations and warranties of the Company made in the Documents.

     Based solely upon and subject to the Documents, and subject to the qualifications set forth below, we are of the opinion that (1) the Shares to be sold by the Selling Stockholder pursuant to the Registration Statement have been duly authorized, fully paid and nonassessable and (2) the Warrant Shares have been duly authorized and, when issued in accordance with the terms of the Warrants, will be fully paid and nonassessable.

     Although we have acted as counsel to the Company in connection with certain other matters, our engagement is limited to certain matters about which we have been consulted. Consequently, there may exist matters of a legal nature involving the Company in connection with which we have not been consulted and have not represented the Company. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus contained in the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Very truly yours,
GREENBERG TRAURIG, P.A.

Paul Berkowitz

EX-5.1

OPINION OF GREENBERG TRAURIG PA