Exhibit 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-7787 47, Avenue Hoche
FAX (212) 715-8047 75008 Paris
France
July 6, 2000
Atlantic Technology Ventures, Inc.
150 Broadway
Suite 1009
New York, NY 10038
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to Atlantic Technology Ventures,
Inc., a Delaware corporation (the "Company"), in connection with the preparation
and filing of a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission"), with
respect to the registration for resale under the Securities Act of 1933, as
amended (the "Act"), of 200,000 shares of the Company's common stock, par value
$.001 per share, issued by the Company to the selling shareholders named in the
Registration Statement (the "Shares") and 200,000 shares of the Company's common
stock issuable by the Company to the selling shareholders named in the
Registration Statement upon exercise of certain warrants (the "Warrant Shares").
In connection with the registration of the Shares and the
Warrant Shares, we have reviewed such documents and records as we have deemed
necessary to enable us to express an opinion on the matters covered hereby. In
rendering this opinion, we have (a) assumed (i) the genuineness of all
signatures on all documents examined by us, (ii) the authenticity of all
documents submitted to us as originals, and (iii) the conformity to original
documents of all documents submitted to us as photostatic or conformed copies
and the authenticity of the originals of such copies; and (b) relied (i) on
certificates of public officials and (ii) as to matters of fact, statements and
certificates of officers and representatives of the Company.
Based upon the foregoing, we are of the opinion that the
Shares have been validly issued, fully paid and non-assessable, and that the
Warrant Shares will, upon issuance, be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
