<PAGE>
Exhibit 5.1 and 23.2
Lehman & Eilen LLP
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
Telephone (516) 222-0888
Facsimile (516) 222-0948
December 4, 2000
Board of Directors
PTN Media, Inc.
455 East Eisenhower Parkway
Suite 15
Ann Arbor, Michigan 48108
Gentlemen:
You have requested our opinion, as counsel for PTN Media, Inc., a
Delaware corporation (the "Company"), in connection with the registration
statement on Form S-3 (the "Registration Statement"), under the Securities Act
of 1933 (the "Act"), filed by the Company with the Securities and Exchange
Commission for the offer and sale of 150,000 shares (the "Registered Shares") of
common stock, $.0001 par value (the "Common Stock") by the selling stockholder
named in the Registration Statement.
We have examined such records and documents and made such examinations
of law as we have deemed relevant in connection with this opinion. Based upon
the foregoing, it is our opinion that:
1. The Registered Shares have been authorized;
2. The Registered Shares have been validly issued and are fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not 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 Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Lehman & Eilen LLP
-------------------------
Lehman & Eilen LLP
