<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.]
January 18, 2001
FiberNet Telecom Group, Inc.
570 Lexington Avenue
New York, New York 10022
Ladies and Gentlemen:
We have acted as counsel to FiberNet Telecom Group, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-3 (the
"Registration Statement"), pursuant to which the Company is registering under
the Securities Act of 1933, as amended, the following:
(i) common stock, $0.001 par value per share (the "Common Stock");
(ii) preferred stock, $0.001 par value per share (the "Preferred Stock");
(iii) senior debt securities (the "Senior Debt Securities");
(iv) subordinated debt securities (the "Subordinated Debt Securities" and,
together with the Senior Debt Securities, the "Debt Securities"); and
(v) warrants to purchase Common Stock, Preferred Stock, Senior Debt
Securities and/or Subordinated Debt Securities (the "Warrants");
all of which may be issued from time to time on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act, at an aggregate initial offering
price not to exceed $150,000,000.
The Senior Debt Securities may be issued pursuant to an Indenture between the
Company and a trustee to be named in such Indenture; and the Subordinated Debt
Securities may be issued pursuant to an Indenture between the Company and a
trustee to be named in such Indenture (collectively, the "Indentures"). Warrants
may be issued pursuant to a Warrant Agreement between the Company and a bank or
trust company as Warrant Agent.
<PAGE>
January 18, 2001
Page 2
In connection with this opinion, we have examined the Company's Certificate of
Incorporation and Amended and Restated By-Laws, both as currently in effect,
such other records of the corporate proceedings of the Company and certificates
of the Company's officers as we have deemed relevant, and the Registration
Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, photostatic or facsimile copies and the authenticity of the
originals of such copies.
Based upon the foregoing, we are of the opinion:
1. With respect to the Common Stock, when (i) specifically authorized for
issuance by the Company's Board of Directors or an authorized committee
thereof (the "Authorizing Resolutions"), (ii) the Registration Statement has
become effective under the Securities Act, (iii) the terms of the sale of the
Common Stock have been duly established in conformity with the Company's
Certificate of Incorporation and Amended and Restated By-laws and do not
violate any applicable law or result in a default under or breach of any
agreement or instrument binding on the Company and comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, (iv) the Common Stock has been issued and sold
as contemplated by the Registration Statement, and (v) the Company has
received the consideration provided for in the Authorizing Resolutions, the
Common Stock will be validly issued, fully paid and nonassessable.
2. With respect to the Preferred Stock, when (i) specifically authorized for
issuance by the Authorizing Resolutions, (ii) the Registration Statement has
become effective under the Securities Act, (iii) appropriate Certificate or
Certificates of Designation relating to a class or series of the Preferred
Stock to be sold under the Registration Statement have been duly authorized
and adopted and filed with the Secretary of State of the State of Delaware,
(iv) the terms of issuance and sale of shares of such class or series of
Preferred Stock have been duly established in conformity with the Company's
Certificate of Incorporation and Amended and Restated By-laws and do not
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, (iv) shares of such class or series of
Preferred Stock have
<PAGE>
January 18, 2001
Page 3
been duly issued and sold as contemplated by the Registration Statement, and
(v) the Company has received the consideration provided for in the
Authorizing Resolutions, such Preferred Stock will be validly issued, fully
paid, and nonassessable.
3. With respect to the Debt Securities, when (i) specifically authorized for
issuance by the Authorizing Resolutions, (ii) the Registration Statement has
become effective under the Securities Act, (iii) the terms of the Debt
Securities and of their issue and sale have been duly established in
conformity with the applicable Indenture and do not violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon the Company and comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company, (iv) such Debt Securities have been duly executed and authenticated
in accordance with the applicable Indenture and issued and sold as
contemplated in the Registration Statement, and (v) the Company has received
the consideration provided for in the Authorizing Resolutions, such Debt
Securities will constitute valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles.
4. With respect to the Warrants, when (i) specifically authorized for
issuance by the Authorizing Resolutions, (ii) the Registration Statement has
become effective under the Securities Act, (iii) any Warrant Agreement
relating to the Warrants has been duly authorized, executed, and delivered,
(iv) the terms of the Warrants and of their issuance and sale have been duly
established in conformity with the Warrant Agreement and do not violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction
over the Company, (v) the Warrants have been duly executed and countersigned
in accordance with the Warrant Agreement and issued and sold as contemplated
by the Registration Statement, and (vi) the Company has received the
consideration provided for in the Authorizing Resolutions, the Warrants will
constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.
Our opinion is limited to the General Corporation Laws of the State of
Delaware and the United States Federal Laws, and we express no opinion with
respect to the laws of any other jurisdiction. To the extent that any
applicable document is stated to be governed by the laws of another
jurisdiction, we have assumed for purposes of this opinion that the laws of
such jurisdiction are identical to the state laws of the State of Delaware.
<PAGE>
January 18, 2001
Page 4
We have relied as to certain matters on information obtained from public
officials, officers of the Company, and other sources believed by us to be
responsible and we have assumed that the Indentures will be duly authorized,
executed, and delivered by the respective trustees thereunder and the Warrant
Agreement will be duly authorized, executed, and delivered by the Warrant Agent
thereunder, assumptions which we have not independently verified.
It is understood that this opinion is to be used only in connection with the
offer and sale of Common Stock, Preferred Stock, Debt Securities and Warrants
while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
