<PAGE>
EXHIBIT 5
OPINION AND CONSENT OF BROWNSTEIN HYATT & FARBER, P.C.
July 20, 2000
Rhythms NetConnections Inc.
9100 East Mineral Circle
Englewood, Colorado 80112
Re: Rhythms NetConnections Inc. - Registration Statement for Offering
of 1,800,000 Shares of Common Stock under its Amended and
Restated 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 1,800,000 shares of common stock (the "Shares") issuable under
the Company's Amended and Restated 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.
