Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
Writer's Direct Dial:
(212) 373-3000
Writer's Direct Fax:
(212) 757-3990
August 12, 1998
Pathnet, Inc.
1015 31st Street, N.W.
Washington, D.C. 20007
Registration Statement on Form S-4
(Registration No. 333-53467)
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4, as
amended, (the "Registration Statement"), initially filed by Pathnet, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") on May 22, 1998, as provided by the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations under the
Act, we have been requested to render our opinion as to the legality of the
securities being registered under the Registration Statement. The
Registration Statement relates to the registration under the Act of the
Company's 121/4% Senior Notes due 2008 (the "New Notes"). The New Notes are
to be offered in exchange for the outstanding 121/4% Senior Notes due 2004
(the "Existing Notes") issued and sold by the Company on April 8, 1998 as
part of an offering exempt from registration under the Act. The New Notes
will be issued by the Company under the Indenture (the "Indenture"), dated as
of April 8, 1998, between the Company and The Bank of New York, as trustee
(the "Trustee"). Capitalized terms used in this letter and not otherwise
defined have the respective meanings ascribed to those terms in the
Registration Statement.
In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction, of
the following documents:
(i) the Registration Statement (including the exhibits to the
Registration Statement);
(ii) the Indenture included as Exhibit 4.1 to the Registration
Statement; and
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(iii) the proposed form of the New Notes included as Exhibit 4.3 to
the Registration Statement.
In addition, we have examined: (i) such corporate records of the
Company as we have considered appropriate, including copies of its certificate
of incorporation, as amended, and bylaws, as amended, as in effect on the date
of this letter (collectively, the "Charter Documents"), and certified copies of
resolutions of the board of directors of the Company relating to the New Notes;
and (ii) such other certificates, agreements and documents as we deemed relevant
and necessary as a basis for the opinions expressed below.
In our examination of the documents referred to above, we have
assumed, without independent investigation, the genuineness of all signatures,
the enforceability of the documents against each party thereto other than the
Company, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as
certified, photostatic, reproduced or conformed copies of validly existing
agreements or other documents and the legal capacity of all individuals who have
executed any of the documents which we examined. We have also assumed, without
independent investigation, that (i) the Indenture was duly authorized, executed
and delivered by the Trustee, (ii) the Indenture is a valid and binding
obligation of the Trustee, (iii) the New Notes will be issued in accordance with
the Indenture as described in the Registration Statement and (iv) the New Notes
will be duly authenticated by the Trustee in accordance with the Indenture.
In expressing the opinion set forth below, we have relied upon the
factual matters contained in the representations and warranties of the Company
made in such documents and upon certificates of public officials and officers of
the Company.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth in this letter, we are of the opinion that:
1. The Indenture represents a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
such enforceability may be subject to (a) bankruptcy, insolvency, fraudulent
conveyance or transfer, reorganization, moratorium or other similar laws
affecting creditors' rights generally and (b) general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
2. When issued, authenticated and delivered in accordance with the
terms of the Indenture, the New Notes will be legal, valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, except
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Securities and Exchange Commission 3
as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent
conveyance or transfer, reorganization, moratorium and other similar laws
affecting creditors' rights generally and (b) general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
Our opinions expressed above are limited to the laws of the State of
New York and the federal laws of the United States of America. Our opinions are
rendered only with respect to the laws, and the rules, regulations and orders
under those laws, that are currently in effect.
We hereby consent to the use of our name in the Registration Statement
and in the prospectus in the Registration Statement as it appears in the caption
"Legal Matters" and to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required by the Act or by the rules and
regulations under the Act.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
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Paul, Weiss, Rifkind, Wharton & Garrison