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EXHIBIT 5.1
LETTERHEAD OF BROWNSTEIN HYATT & FARBER, P.C.
October 30, 2000
Rhythms NetConnections Inc.
6933 South Revere Parkway
Englewood, CO 80112
Re: Rhythms NetConnections Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Rhythms NetConnections Inc., a Delaware
corporation (the "Company"), in connection with the proposed sale by certain
selling stockholders (the "Selling Stockholders") of up to 3,344,870 shares of
the Company's Common Stock (the "Shares"), including 344,870 shares of the
Company's common stock carried forward to this Registration Statement pursuant
to Rule 429(b), pursuant to the Company's Registration Statement on Form S-3
(the "Registration Statement"), as filed with the Securities and Exchange
Commission under the Securities Act of 1933 (the "Act").
This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 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 issuance and sale of the
Shares. Based on such review, we are of the opinion that the Shares have been
duly authorized and, when issued and delivered against payment therefor, will be
legally and validly issued, fully paid, and non-assessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within 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.
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 or the
Shares.
Very truly yours,
/s/ BROWNSTEIN HYATT & FARBER, P.C.
