[Paul, Weiss, Rifkind, Wharton & Garrison Letterhead]


(212) 373-3000

(212) 757-3990







                                             July 27, 1998





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

                          Registration Statement on Form S-1
                             (Registration No. 333-52247)
                          ----------------------------------
Ladies and Gentlemen:

          We are furnishing this opinion at your request in connection with the
above-referenced Registration Statement on Form S-1 (as amended, the
"Registration Statement") of Pathnet, Inc., a Delaware corporation (the
"Company"), intially filed on May 8, 1998 with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the public offering (the "Offering") by the
Company of an aggregate of 5,390,625 shares (including 703,125 shares subject to
an over-allotment option) of Common Stock, par value $0.01 per share, of the
Company (the "Common Stock").

          In connection with the furnishing of this opinion, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
(i) the Registration Statement (including all amendments through the date of
this letter), (ii) the form of Amended and Restated Certificate of Incorporation
of the Company (filed as Exhibit 3.1 to the Registration Statement), (iii) the
form of Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the
Registration Statement), (iv) the Certificate of Incorporation and Bylaws of the
Company as in effect on the date of this letter and (v) the form of Underwriting
Agreement to be used in connection with



Pathnet, Inc.                                                                  2




the Offering (to be filed as Exhibit 1.1 to the Registration Statement).  In 
addition, we have examined such corporate records, agreements, documents and 
other instruments as we have deemed relevant and necessary as a basis for the 
opinion expressed below.  We have also relied upon the factual matters 
contained in certificates or comparable documents of public officials and of 
officers and representatives of the Company.

          In our examination of the documents referred to above, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the documents
reviewed by us, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified, photostatic, reproduced or conformed copies of valid existing
agreements or other documents, the authenticity of the latter documents and that
the statements regarding matters of fact in the certificates, records,
agreements, instruments and documents that we have examined are accurate and
complete.

          Based upon the foregoing, and subject to the assumptions, exceptions
and qualifications set forth in this letter, we are of the opinion that the
shares of Common Stock to be registered for sale by the Company under the
Registration Statement have been duly authorized by all necessary corporate
action on the part of the Company, and, when issued, delivered and paid for as
contemplated by the Underwriting Agreement, will be validly issued, fully paid
and non-assessable.

          The opinion expressed above is limited to the General Corporation Law
of the State of Delaware as in effect on the date hereof.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving such consent, we do not admit that we are in
the category of persons whose consent is required by the Securities Act or the
rules and regulations of the Securities and Exchange Commission under the
Securities Act.

                         Very truly yours,

                         /s/ Paul, Weiss, Rifkind, Wharton & Garrison

                         Paul, Weiss, Rifkind, Wharton & Garrison