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EXHIBIT 5
June 30, 2000
RCN Corporation
105 Carnegie Center
Princeton, New Jersey 08540
Re: Registration Statement on Form S-8
Dear Sir or Madam:
Reference is made to a Registration Statement on Form S-8 of RCN
Corporation (the "Company") which is being filed with the Securities and
Exchange Commission on the date hereof (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Statement.
The Registration Statement covers 1,000,000 shares of Common Stock, $1.00
par value per share, of the Company (the "Shares"), which may be issued by the
Company upon exercise of options granted or available for grant under the
Company's 2000 Employee Stock Purchase Plan (the "Plan").
I have examined the Registration Statement, including the exhibits thereto,
the Company's Articles of Incorporation, as amended, the Company's By-Laws, the
Plan and such other documents as I have deemed appropriate. In the foregoing
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the authenticity of all
documents submitted to me as copies of originals.
Based upon the foregoing, I am of the opinion that the Shares, when issued
and paid for in accordance with the terms of, and upon exercise of the options
granted under, the Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
/s/ John J. Jones
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John J. Jones
Executive Vice President, General Counsel
and Corporate Secretary
