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                                                                 Exhibit 5.1.3

                                                                     Exhibit D
                                                                            to
                                                                    Securities
                                                                      Purchase
                                                                     Agreement

                             NACCARATO & ASSOCIATES
                           19600 Fairchild, Suite 260
                            Irvine, California 92612
               Telephone (949) 851-9261 Telecopier (949) 851-9262
--------------------------------------------------------------------------------

December 31, 2001

New Millennium Capital Partners II, LLC
155 1st Street, Suite B
Mineola, NY 11501


AJW Partners, LLC
155 1st Street, Suite B
Mineola, NY 11501

Bristol DLP, LLC
6363 Sunset Boulevard, Fifth Floor
Hollywood, California  90028


                  Re:      Digital Descriptor Systems, Inc.
                           --------------------------------
Ladies and Gentlemen:

         We have acted as counsel to Digital Descriptor Systems, Inc., a
Delaware corporation (the "Company"), in connection with the Securities Purchase
Agreement, dated as of December 31, 2001, between you and the Company (the
"Agreement") and the transactions contemplated therein. Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings
assigned to such terms in the Agreement. The Agreement, the Registration Rights
Agreement, the Debentures, the Warrants and the Irrevocable Transfer Agent
Instructions are hereinafter referred to collectively as the "Transaction
Agreements."

         In so acting, we have examined (i) the Transaction Agreements, (ii) the
Company's Certificate of Incorporation, as in effect on the date hereof (the
"Certificate of Incorporation"), and (iii) the Company's Bylaws, as in effect on
the date hereof (the "Bylaws"), and we have examined and considered such
corporate records, certificates and matters of law as we have deemed appropriate
as a basis for our opinions set forth below.

         Based upon the foregoing and subject to the assumptions, limitations,
qualifications and exceptions stated herein, we are of the opinion that as of
the date hereof:


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         (1) The Company and its Subsidiaries are corporations duly organized,
validly existing and in good standing under the laws of their respective
jurisdictions of incorporation, have all requisite corporate power and authority
to conduct their business as described in the Company's Annual Report on Form
10-KSB for its fiscal year ended December 31, 2000 (the "Form 10-KSB"), as
amended, and are duly qualified as a foreign corporation to do business in each
jurisdiction in which the nature of the business conducted by them makes such
qualification necessary and in which the failure to so qualify would have a
Material Adverse Effect.

         (2) (i) The Company has the requisite corporate power and authority to
enter into and perform the Transaction Agreements, and to issue the Debentures,
the Warrants, the Conversion Shares in accordance with the terms of the
Debentures, and the Warrant Shares upon exercise of the Warrants in accordance
with the terms of the Warrants, (ii) the execution and delivery of the
Transaction Agreements by the Company and the consummation by it of the
transactions contemplated thereby have been duly authorized by the Company's
Board of Directors and no further consent or authorization of the Company, its
Board or Directors, or its stockholders is required, (iii) the Transaction
Agreements have been duly executed and delivered by the Company, and (iv) the
Transaction Agreements constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies or by
other equitable principles of general application and subject to the limitation
that the indemnification and contribution provisions of the Registration Rights
Agreement may be unenforceable as a matter of public policy.

         (3) The Conversion Shares and the Warrant Shares are duly authorized
and, upon issuance in accordance with the terms and conditions of the Debentures
and the Warrants (as applicable) will be validly issued, fully paid and
non-assessable, and free from all taxes, liens and charges with respect to the
issue thereof. The terms and conditions of the Debentures are as set forth in
the Debentures and the terms and conditions of the Warrants are as set forth in
the Warrants. A number of shares of Common Stock sufficient to meet the
Company's obligations to issue Common Stock upon full conversion of the
Debentures and full exercise of the Warrants has been duly reserved.

         (4) As of the date hereof, the authorized capital stock of the Company
consists of (i) 150,000,000 shares of Common Stock, $0.001 par value, of which
46,295,610 shares are issued and outstanding, and 84,800,000 shares are reserved
for issuance; and (ii) 1,000,000 shares of preferred stock, $0.001 par value, of
which 0 shares are issued and outstanding. All of such outstanding shares have
been validly issued and are fully paid and nonassessable. No shares of Common
Stock or preferred stock are subject to preemptive rights or any other similar
rights of the stockholders of the Company pursuant to the Certificate of
Incorporation or Bylaws or by statute or pursuant to any agreement by which the
Company is bound of which we are aware, and to our knowledge are not subject to
any liens or encumbrances. To our knowledge, except as disclosed in Schedule
3(c) to the Agreement, (i) there are no outstanding options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital
stock of the Company or any of its Subsidiaries, or arrangements by which the
Company or any of its Subsidiaries is or may become bound to issue additional
shares of capital stock of the Company or any of its Subsidiaries, and (ii)
there are no agreements or arrangements under which the Company or any of its
subsidiaries is obligated to register the sale of any of its or their securities
under the 1933 Act (except the Registration Rights Agreement) and (iii) there
are no anti-dilution or price adjustment provisions contained in any security
issued by the Company (or in any agreement providing rights to security holders)
that will be triggered by the issuance of the Debentures, the Warrants, the
Conversion Shares or the Warrant Shares.


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         (5) The Company meets the eligibility requirements for the use of Form
S-B2 for the registration of the Conversion Shares and the Warrant Shares.

         (6) Based upon your representations, warranties and covenants set forth
in the Agreement, the Securities may be issued to you without registration under
the 1933 Act.

         (7) Other than necessary approvals that have been obtained, no
authorization approval or consent of any court, governmental body, regulatory
agency, self-regulatory organization or stock exchange or market, or the
stockholders of the Company or, to our knowledge, any third party is required to
be obtained by the Company for the issuance and sale of the Securities as
contemplated by the Transaction Agreements or the consummation of the other
transactions contemplated thereby.

         (8) To our knowledge, there is no action, suit, proceeding, inquiry or
investigation before or by any court, public board or body or any governmental
agency or self-regulatory organization pending or threatened against or
affecting the Company or any of its subsidiaries, wherein an unfavorable
decision, ruling or finding would have a Material Adverse Effect or which would
adversely affect the validity or enforceability of or the authority or ability
of the Company to perform its obligations under the Transaction Agreements or
the Debentures.

         (9) The Company is not in violation of any term of the Certificate of
Incorporation or Bylaws. Neither the Certificate of Incorporation nor the Bylaws
of the Company are in violation of the Delaware General Corporation Law. The
execution, delivery and performance of and compliance with the terms of the
Transaction Agreements and the issuance of the Debentures and the Warrants (and
the Common Stock issuable upon conversion of the Debentures and upon exercise of
the Warrants), do not violate any provision of the Certificate of Incorporation
or Bylaws or, to our knowledge, any provision of any applicable federal or state
law, rule or regulation. To our knowledge, the execution, delivery and
performance of and compliance with the Transaction Agreements and the issuance
of the Debentures and the Warrants (and the Common Stock issuable upon
conversion of the Debentures, and upon exercise of the Warrants) have not
resulted and will not result in any violation of, or constitute a default under
(or an event which with the passage of time or the giving of notice or both
would constitute a default under), or result in the creation of any lien,
security interest or encumbrance on the assets or properties of the Company
pursuant to any contract, agreement, instrument, judgment or decree binding upon
the Company which, individually or in the aggregate, would have a Material
Adverse Effect.

         (10) All approvals necessary for you (or any other holder of the
Debentures or Warrants) to acquire the Debentures and the Warrants and the
Conversion Shares and the Warrant Shares under the laws of the State of Delaware
have been obtained and no further approvals are required under the Delaware
General Corporation Law in order for you (or any other holder of the Debentures
or the Warrants) to engage in a "business combination" with the Company because
of your or their acquisition of the Debentures, the Warrants, the Conversion
Shares or the Warrant Shares.


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         These opinions are limited to the matters expressly stated herein and
are rendered solely for your benefit and may not be quoted or relied upon for
any other purpose or by an other person, except that the opinions expressed in
paragraphs (3) and (6) above may be relied upon by Continental Stock Transfer
and Trust Company, as Transfer Agent.

         The opinions expressed herein are subject to the following assumptions,
limitations, qualifications and exceptions:

                  (a) We have assumed the genuineness of all signatures, the
authenticity of all Transaction Agreements submitted to us as originals, the
conformity with originals of all Transaction Agreements submitted to us as
copies, the authenticity of certificates of public officials and the due
authorization, execution and delivery of all Transaction Agreements (except the
due authorization, execution and delivery by the Company of the Transaction
Agreements).

                  (b) We have assumed that each of the parties to the
Transaction Agreements other than the Company (the "Other Parties") has the
legal right, capacity and power to enter into, enforce and perform all of its
obligations under the Transaction Agreements. Furthermore, we have assumed the
due authorization by each of the Other Parties of all requisite action and the
due execution and delivery of the Transaction Agreements by each of the Other
Parties, and that the Transaction Agreements are valid and binding upon each of
the Other Parties and are enforceable against each Other Party in accordance
with their terms.

         In the process of our review of the Form 10-KSB and any of the other
reports filed by the Company pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, since the date of the filing of the Form
10-KSB, although we have not engaged in any independent investigation, and do
not assume any responsibility for the accuracy or completeness of the
information contained therein, nothing has come to our attention that would lead
us to believe that any of such reports contains any untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of circumstances under which they were
made, not misleading, as of its filing date.

         Our examination of law relevant to the matters covered by this opinion
is limited to the laws of the State of Delaware and the federal law of the
United States, and we express no opinion as to the effect on the matters covered
by this opinion of the laws of any other jurisdiction. In furnishing the opinion
regarding the valid existence and good standing of the Company, we have relied
solely upon a good standing certificate issued by the Secretary of State of
Delaware on October 1, 2001.

         This opinion is given as of the date hereof and we assume no
obligation, to update or supplement this opinion to reflect any facts or
circumstances which may hereafter come to our attention or any changes in laws
which may hereafter occur.


                                                  Very truly yours,


                                                  NACCARATO & ASSOCIATES


