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DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK 10019-6092
TEL 212 259-8000 FAX 212 259-6333
October 24, 2000
AppliedTheory Corporation
1500 Broadway, 3rd Floor
New York, NY 10036
Re: AppliedTheory Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished by us as counsel for AppliedTheory
Corporation, a Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement") being filed
today by the Company with the Securities and Exchange Commission (the
"Commission") via EDGAR. The Registration Statement relates to the resale from
time to time by the parties identified therein of shares of common stock, par
value $.01 per share, of the Company they acquired or may acquire through the
conversion of a convertible promissory note issued as payment of advisory fees
to Lillian Capital LLC.
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined and are familiar with originals, or copies
certified or otherwise identified to our satisfaction, of such corporate records
of the Company, certificates of officers of the Company or public officials and
such other documents as we have deemed appropriate as a basis for the opinions
express below.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. When shares of the Company's common stock are issued and
delivered upon conversion of the convertible promissory
note issued as payment of advisory fees to Lillian Capital
LLC, in accordance with the terms
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Securities and Exchange Commission
July 5, 2000
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of such convertible promissory note, such shares will be duly
authorized, validly issued and fully paid and nonassessable.
We are members of the bar of the State of New York and express no
opinion as to the laws of any jurisdiction except the State of New York, the
federal law of the United States of America, and the General Corporation Law of
the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our name in the prospectus
constituting a part of such Registration Statement under the heading "Legal
Matters." In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act, as amended, or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
DEWEY BALLANTINE LLP
