<PAGE>
EXHIBIT 5
OPINION AND CONSENT OF BROWNSTEIN HYATT & FARBER, P.C.
June 9, 2000
Rhythms NetConnections Inc.
6933 South Revere Parkway
Englewood, Colorado 80112
Re: Rhythms NetConnections Inc. - Registration Statement for Offering of
1,200,000 Shares of Common Stock under 2000 Stock Award Plan
Dear Ladies and Gentlemen:
We have acted as counsel to Rhythms NetConnections Inc., a Delaware
corporation (the Company"), in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of
1,200,000 shares of common stock (the "Shares") issuable under the Company's
2000 Stock Award Plan (the "Stock Award Plan").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
administration of the Stock Award Plan. Based on such review, we are of the
opinion that if, as and when the Shares are issued pursuant to the provisions of
the Stock Award Plan and in accordance with the Registration Statement, such
Shares will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Stock Award Plan or the Shares.
Very truly yours,
/s/ Brownstein Hyatt & Farber, P.C.
BROWNSTEIN HYATT & FARBER, P.C.
