March 11, 2005
Access Integrated Technologies, Inc.
55 Madison Avenue, Suite 300
Morristown, NJ 07960
Ladies and Gentlemen:
We are acting as counsel to Access Integrated Technologies,
Inc., a Delaware corporation (the "Company"), in connection with the
registration of (a) 1,867,322 shares (the "Conversion Shares") of the Company's
Class A common stock, $0.001 par value per share (the "Common Stock") issuable
upon the conversion of certain convertible debentures issued by the Company (the
"Debentures"), (b) 560,197 shares of Common Stock (the "Warrant Shares")
issuable upon the exercise of certain warrants issued by the Company (the
"Warrants") and (c) 456,936 shares of Common Stock issuable upon the Company's
exercise of its option to make monthly interest payments on the Debentures in
the form of shares of Common Stock (the "Interest Shares" and (a), (b) and (c)
collectively, the "Securities"). The Company is filing concurrently herewith a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), with respect to such Securities. As such
counsel, you have requested our opinion as to the matters described herein
relating to the Securities.
In connection with this opinion, we have examined and relied
upon copies certified or otherwise identified to our satisfaction of: (i) the
Registration Statement, together with exhibits and schedules thereto, in the
form filed with the Commission; (ii) the Company's Fourth Amended and Restated
Certificate of Incorporation, (iii) the Company's By-Laws; and (iv) the minute
books and other records of corporate proceedings of the Company, as made
available to us by officers of the Company; and have reviewed such matters of
law as we have deemed necessary or appropriate for the purpose of rendering this
opinion.
For purposes of this opinion we have assumed the authenticity
of all documents submitted to us as originals, the conformity to originals of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Company and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company. As to certain factual matters material to the opinion
expressed herein, we have relied to the extent we deemed proper upon
representations, warranties and statements as to factual matters of officers and
other representatives of the Company. Our opinion expressed below is subject to
the qualification that we express no opinion as to any law other than the
corporate laws of the State of Delaware and the federal laws of the United
States of America. Without limiting the foregoing, we express no opinion with
respect to the applicability thereto or effect of municipal laws or the rules,
regulations or orders of any municipal agencies within any such state.
Based upon and subject to the foregoing qualifications,
assumptions and limitations and the further limitations set forth below, it is
our opinion that (a) when issued in accordance with the terms of the Debentures,
the Conversion Shares will have been validly issued, fully paid and
non-assessable, (b) when issued in accordance with the terms of the Warrants,
the Warrant Shares will have been validly issued, fully paid and non-assessable
and (c) when issued in accordance with the terms of the Debentures, the Interest
Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to the reference to our Firm in the Prospectus
included therein under the caption "Legal Matters". In giving such consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder, nor do we admit that we are experts with respect to any
part of the Registration Statement or prospectus within the meaning of the term
"expert" as defined in Section 11 of the Act or the rules and regulations
promulgated thereunder.
This opinion is furnished to you in connection with the filing
of the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
Very truly yours,
/s/ Kelley Drye & Warren LLP