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,