Exhibit 5.1 McDermott, Will & Emery 227 West Monroe Street Chicago, Illinois 60606 ____________, 2000 Apropos Technology, Inc. One Tower Lane, 28th Floor Oakbrook Terrace, IL 60181 Re: Registration Statement on Form S-1 File No. 333-90873 ------------------ Ladies and Gentlemen: You have requested our opinion in connection with the above-referenced registration statement (the "Registration Statement"), under which (i) Apropos Technology, Inc. (the "Company") intends to issue and sell in an initial public offering _________ common shares, par value $.01 per share, of the Company (the "Common Shares"), plus up to an additional _________ Common Shares granted to the underwriters by the Company to cover over-allotments (the "Primary Shares") and (ii) a certain shareholder of the Company intends to grant the underwriters an option to purchase _________ Common Shares to cover over-allotments (the "Secondary Shares"). In arriving at our opinion expressed below, we have examined the Registration Statement and such other documents as we have deemed necessary to enable us to express the opinion hereinafter set forth. In addition, we have examined and relied, to the extent we deem proper, on certificates of officers of the Company as to factual matters, and on the originals or copies certified or otherwise identified to our satisfaction, of all such corporate records of the Company and such other instruments and certificates of public officials and other persons as we have deemed appropriate. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Based upon and subject to the foregoing, we are of the opinion that upon filing the Amended and Restated Articles of Incorporation of the Company filed as Exhibit 3.1 to the Registration Statement, (i) the Primary Shares will have been duly authorized and, when issued in accordance with the terms and conditions set forth in the Registration Statement, will be validly issued, fully paid and non-assessable, and (ii) the Secondary Shares will have been duly authorized and will have been validly issued and fully paid and will be non- assessable. We hereby consent to the references to our firm under the caption "Legal Matters" in the Registration Statement and to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours,