EXHIBIT 5.1
[LETTERHEAD OF KELLEY DRYE & WARREN LLP]
April 25, 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 preparing and
filing of a registration on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended ("Act"), with the Securities and Exchange
Commission (the "Commission") relating to the registration of 850,000 shares of
Class A common stock, $0.001 par value per share (the "Shares"), of the Company
to be issued pursuant to First Amended and Restated 2000 Stock Option Plan of
the Company, as amended (the "Plan").
In connection with this opinion, we have examined and relied upon copies
certified or otherwise identified to our satisfaction of: (i) the Plan; (ii) 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. 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 General Corporation Law 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
the Shares to be issued by the Company pursuant to the Plan have been duly
authorized and reserved for issuance and, when certificates for the Shares have
been duly executed by the Corporation, countersigned by a transfer agent, duly
registered by a registrar for the Shares and issued and paid for in accordance
with the terms of the Plan, the Shares will be validly issued, fully paid and
non-assessable.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
General Corporation Law of the State of Delaware or the federal laws of the
United States of America be changed by legislative action, judicial decision or
otherwise.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement. 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.
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,
KELLEY DRYE & WARREN LLP
By: /s/ Kelley Drye & Warren LLP
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A Member of the Firm