Exhibit 5.1

                            KELLEY DRYE & WARREN LLP
                         A LIMITED LIABILITY PARTNERSHIP
                                 101 PARK AVENUE
                               NEW YORK, NY 10178
                            TELEPHONE (212) 808-7800
                               FAX (212) 808-7897




                                November 15, 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)
132,234 shares (the "Shares") of the Company's Class A common stock,  $0.001 par
value per share (the  "Common  Stock"),  issued to various  investors in private
placements  by the Company and (b) 760,196  shares of Common Stock (the "Warrant
Shares") issuable upon the exercise of certain warrants issued by the Company to
some of those investors (the "Warrants";  the Shares and Warrant Shares together
shall be referred to as 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 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





Access Integrated Technologies, Inc.
November 15, 2005
Page Two


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
(i) the Shares have been  validly  issued and are fully paid and  non-assessable
and (ii) upon  exercise of the  Warrants  and payment for the Warrant  Shares in
accordance  with the terms of the  Warrants,  the Warrant  Shares will have been
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,



                                By:  /s/ Jane Jablons
                                    -------------------------------------
                                    A Member of the Firm