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Exhibit 5.1
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[Letterhead of Ropes & Gray]
December 27, 2000
Advanced Radio Telecom Corp.
500 108th Avenue NE, Suite 2600
Bellevue, Washington 98004
Ladies and Gentlemen:
This opinion is rendered to you in connection with the Registration
Statement on Form S-3 of Advanced Radio Telecom Corp. (the "Company") to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering the offering and
possible future sale by certain holders of 9,698,166 shares of common stock of
the Company (the "Common Stock").
We have acted as counsel to the Company in connection with the preparation
and filing of the Registration Statement. For purposes of our opinion, we have
examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary. We have assumed the genuineness and
authenticity of all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as copies.
We express no opinion as to the laws of any jurisdiction other than those
of The Commonwealth of Massachusetts, the corporate laws of the State of
Delaware and the federal laws of the United States of America.
For purposes of this opinion, we have examined and relied upon the
information set forth in the Registration Statement and such other documents and
records that we have deemed necessary.
Based on and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware.
2. The shares of Common Stock have been duly authorized and validly
issued and are fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Common Stock to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. We consent to the filing of this opinion with and as a part of said
Registration Statement and the use of our name therein.
Very truly yours,
/s/ Ropes & Gray
