Exhibit 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-9263 47, Avenue Hoche
FAX (212) 715-8263 75008 Paris
France
October 30, 2000
Atlantic Technology Ventures, Inc.
150 Broadway
Suite 1009
New York, NY 10038
Registration Statement on Form S-3
----------------------------------
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 (1) 1,379,312 shares of the Company's common stock (the
"Conversion Shares") issuable by the Company to the selling stockholders named
in the Registration Statement upon conversion of shares of the Series B
preferred stock, par value $.001 per share, of the Company issued to the selling
stockholders (the "Series B Preferred Shares") and (2) 270,000 shares of the
Company's common stock issuable by the Company to the selling stockholders upon
the exercise of the Warrants issued to the selling stockholders (the "Warrant
Shares"; together with the Conversion Shares, the "Securities").
In connection with the registration of the Securities, 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, on statements and certificates of officers and representatives
of the Company.
Based upon the foregoing, we are of the opinion that: (1) upon
conversion of the Series B Preferred Shares in accordance with the Certificate
of Designations of the Series B preferred stock, the Conversion Shares will be
validly issued, fully paid and non-assessable, and (2) upon issuance of the
Warrant Shares in accordance with the terms of the stock purchase warrants
pursuant to which the Warrant Shares are issuable, the Warrant Shares will 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
