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Exhibit 5.1
Interliant, Inc.
Two Manhattanville Road
Purchase, New York 10577
June 29, 2000
Interliant, Inc.
Two Manhattanville Road
Purchase, NY 10577
Ladies and Gentlemen:
I am General Counsel to Interliant, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the registration of 1,500,000 shares of
the Company's common stock, $.01 par value per share (the "Shares"), issuable
pursuant to the Company's Employee Stock Purchase Plan (the "Plan").
I have examined and am familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and officers of the Company and such other
instruments as I have deemed necessary or appropriate as a basis for the
opinions expressed below.
Based on the foregoing, I am of the opinion that:
1. the issuance of the Shares upon exercise of options granted under
the Plan has been lawfully and duly authorized; and
2. the Shares that may be issued and delivered in accordance with the
terms of the Plan, including payment of the exercise price therefor (assuming a
purchase price of not less than $0.01 per share), when issued, will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction. I
have relied as to certain matters on information obtained from public officials,
officers of the Company and other sources believed by me to be responsible.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Bruce S. Klein
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Bruce S. Klein
Senior Vice President, General Counsel and
Secretary
