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February 22, 2000
Pathnet Telecommunications, Inc.
Pathnet, Inc.
1015 31st Street, N.W.
Washington, D.C. 20007
Re: Pathnet Telecommunications, Inc. Registration Statement on Form
S-1 Registration No. 333-91469
Ladies and Gentlemen:
We have acted as counsel to Pathnet Telecommunications, Inc., a
Delaware corporation (the "Company") and Pathnet, Inc., a Delaware corporation
("Pathnet"), in connection with the preparation and filing by the Company of a
registration statement on Form S-1, filed on November 22, 1999 (Registration No.
333-91469) and Amendment No. 1 thereto, filed on December 16, 1999, and
Amendment No. 2 thereto, filed on February 22, 2000 (as so amended, the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), with respect to the Company's senior guarantees of Pathnet's 12-1/4%
Senior Notes Due 20008 (the "Guarantees").
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including (i) the Registration
Statement and (ii) the form of Supplemental Indenture, of which the Guarantees
are a part, filed with the Securities and Exchange Commission (the "Commission")
as an exhibit to the Registration Statement.
We have also relied, with respect to certain factual matters, on
oral and written statements and representations of the Company and Pathnet. In
addition, officers of the Company and Pathnet have furnished us certificates
with respect to certain factual matters necessary to our opinions and we have
relied upon such certificates as to such factual matters. In respect of such
matters of fact relevant to our opinions, we have relied exclusively, without
independent investigation or verification, upon the statements, records,
documents and other instruments referred to above and on the aforesaid
certificates and assurances of the Company and Pathnet.
In rendering our opinions we have assumed:
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Pathnet, Inc.
February 22, 2000
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(a) the genuineness of all signatures on all documents and the legal
capacity of all natural persons;
(b) the authenticity of all documents examined by us and the
conformity to original documents of all documents submitted to us as
certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents;
(c) the due and valid authorization (pursuant to and upon the
exercise of all requisite corporate and/or other power and authority),
execution and delivery of all of the executed documents by all parties
thereto other than the Company and Pathnet;
(d) that all of the documents constitutes the valid and binding
obligation of the party or parties thereto other than the Company and
Pathnet, enforceable against each such party in accordance with their
respective terms, except to the extent that the legality or
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally, general
principles of equity (regardless of whether such legality or
enforceability is considered in a proceeding in equity or at law), and
the discretion of the court before which any proceeding for enforcement
of any such document may be brought; and
(e) that the execution, delivery and performance by all parties
other than the Company and Pathnet of all such parties' respective
obligations under the documents do not violate or conflict with or
constitute a default under any term of each such party's articles of
incorporation, bylaws, certificate of partnership, partnership or
operating agreement or other organic document.
Based on the foregoing and subject to the qualifications hereinafter
set forth, we are of the opinion that:
When (i) the Supplemental Indenture has been validly executed
and delivered by the Company and The Bank of New York, as Trustee, and
(ii) the Guarantees have been validly executed and delivered in accordance
with the terms of the Supplemental Indenture, the Guarantees will
constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms.
Our opinions set forth in the preceding paragraph above are
qualified to the extent that the characterization of, and the enforceability of
any rights or remedies in, any agreement or instrument may be limited by (i)
applicable bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, receivership, readjustment of debt, moratorium, equitable
subordination, and other similar laws and doctrines now or hereafter in effect
relating to or affecting creditors'
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February 22, 2000
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rights generally or (ii) general equitable principles (regardless of whether
enforceability is being considered in a proceeding in equity or at law).
We have investigated such questions of law for the purposes of
rendering our opinions set forth herein as we have deemed necessary. The
opinions rendered herein are limited to the laws of the State of New York and
the Federal law of the United States of America which are normally applicable to
transactions of the type contemplated by the Supplemental Indenture, and we
express no opinion as to any other laws.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. This
opinion is expressed as of the date hereof, and we disclaim any undertaking to
advise you of any subsequent changes in the facts stated or assumed herein or of
any subsequent changes in applicable law.
Very truly yours,
/s/ Covington & Burling
Covington & Burling