<PAGE>
EXHIBIT 5.1
[Letterhead of Conyers, Dill & Pearman]
RBX/kjb/311372/558827
17 July, 2000
RSL Communications, Ltd.
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Dear Sirs
RSL Communications, Ltd.
Registration Statement on Form S-3
We have acted as special legal counsel in Bermuda to RSL
Communications, Ltd. (the "Company") in connection with the registration of
2,300,000 7 1/2% Series A Preferred Shares in the Company of par value
US$0.00457 each (the "Preferred Shares") and 6,925,000 Class A Common Shares
in the Company of par value US$0.00457 each (the "Common Shares") as described
in the Registration Statement on Form S-3 filed with the United States
Securities and Exchange Commission on 18 July, 2000 (the "Registration
Statement").
For the purposes of giving this opinion, we have examined and relied
upon a copy of the Registration Statement.
We also have reviewed a copy of the memorandum of association and the
bye-laws of the Company and such other documents and made such enquiries as to
questions of law as we have deemed necessary in order to render the opinions
set forth below.
We have made no investigation of and express no opinion in relation
to the laws of any jurisdiction other than Bermuda. This opinion is to be
governed by and construed in accordance with the laws of Bermuda and is
limited to and is given on the basis of the current law and practice in
Bermuda.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the headings
"Certain Bermuda Tax Considerations", "Service of Process and Enforcement of
Liabilities", and "Legal Matters".
<PAGE>
RSL Communications, Ltd.
17 July, 2000
Page 2
On the basis of and subject to the foregoing, we are of the opinion
that:
1. The Preferred Shares have been duly authorised and validly issued by the
Company. The Common Shares have been duly authorized by the Company.
2. The statements contained under the heading "Certain of Bermuda Tax
Considerations" on page 36 of the Registration Statement are accurate.
Yours faithfully
