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                                February 22, 2000

Pathnet, Inc.
1015 31st Street, N.W.
Washington, D.C.  20007

                    Re: Registration Statement on Form S-1
                          (Registration No. 333-91469)

Ladies and Gentlemen:

      We have acted as United States federal income tax counsel for Pathnet,
Inc., a Delaware corporation (the "Company"), in connection with the guarantee
by Pathnet Telecommunications, Inc. ("Pathnet Telecom") of $350,000,000
aggregate principal amount of the Company's 12-1/4% Senior Notes due 2008 (the
"Notes"), and the waiver and amendment of certain provisions of
the Indenture governing the Notes.

      We are giving this opinion in connection with 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"), relating to the
offering of the Guarantees of Pathnet Telecom and the proposed waivers and
amendments to the Indenture. Capitalized terms used but not defined in this
letter have the respective meanings ascribed to them in the Registration
Statement.

      In rendering our opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Registration Statement and
such agreements and other documents as we have deemed relevant and necessary and
we have made such investigations of law as we have deemed appropriate as a basis
for the opinion expressed below. In our examination, we have assumed the
authenticity of original documents, the accuracy of copies and the genuineness
of signatures. We understand and assume that (i) each such agreement represents
the valid and binding obligation of the respective parties to such agreement,
enforceable in accordance with its respective terms and the entire agreement
between the parties with respect to the subject matter of such agreement, (ii)
the parties to each agreement have complied, and will comply, with all of their
respective covenants, agreements and undertakings contained in such agreement,
and (iii) the transactions provided for by each agreement were and will be
carried out in accordance with their terms. We also understand and assume that
the Guarantees and waivers of and amendments to the Indenture will be
effectuated in the manner and in accordance with the terms set forth in the
Registration Statement.
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Pathnet, Inc.
February 22, 2000
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      We also have relied upon representations by the Company regarding certain
factual matters. If any of such representations are incorrect in whole or in
part, such inaccuracies may have a material adverse affect upon our opinion set
forth in this letter.

      The opinion set forth in this letter is limited to the Internal Revenue
Code of 1986, as amended (the "Code"), administrative rulings, judicial
decisions, Treasury regulations and other applicable authorities, all as in
effect on the date of this letter. The statutory provisions, regulations and
interpretations upon which our opinion is based are subject to change, and such
change could apply retroactively. Any such change could affect the continuing
validity of the opinion set forth in this letter. We assume no responsibility to
advise you of any subsequent changes in existing law or facts, nor do we assume
any responsibility to update this opinion with respect to any matters expressly
set forth in this letter, and no opinions are to be implied or may be inferred
beyond the matters expressly so stated.

      The opinion set forth in this letter has no binding effect on the United
States Internal Revenue Service or the courts of the United States. No assurance
can be given that, if the matter were contested, a court would agree with the
opinion set forth in this letter.

      Based upon and subject to the foregoing, the discussion set forth in the
Registration Statement under the heading "Federal Income Tax Consequences"
constitutes our opinion with respect to such matters, except as to matters upon
which we have expressly declined to express an opinion, as stated therein. While
such discussion addresses the material anticipated United States federal income
tax consequences applicable to certain holders, it does not purport to address
all United States federal income tax consequences and our opinion is limited to
those United States federal income tax consequences specifically addressed
therein.

      In giving the foregoing opinion, we express no opinion other than as to
the federal income tax laws of the United States of America.

      We are furnishing this letter to you in connection with the Registration
Statement, and the opinion set forth herein is solely for your benefit, and for
the benefit of the holders of the Notes, in connection therewith and may not be
used or relied upon for any other purpose and may not be circulated, quoted or
otherwise referred to for any other purpose without our express written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement with the Commission.

                                          Very truly yours,


                                          /s/ Covington & Burling

                                          Covington & Burling