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EX-5.1
OPINION OF KRONISH LIEB WEINER & HELLMAN LLP
Exhibit 5.1
June 12, 2000
Digex, Incorporated
One Digex Plaza
Beltsville, Maryland 20705
Ladies and Gentlemen:
We have acted as counsel for Digex, Incorporated (the Company"), a
Delaware corporation, in connection with the registration pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") by the Company
under the Securities Act of 1933, as amended (the "Act"), of 6,000,000 shares of
the Company's Class A common stock, par value $.01 per share (the "Common
Shares"), to be offered for sale by the Company from time to time pursuant to
awards granted under the Company's Long-Term Incentive Plan adopted in 1999 (the
"Plan").
We have examined the Company's Certificate of Incorporation, as
amended, By-laws, as amended, and minute book and such other documents and
records as we have deemed necessary and relevant as a basis for our opinions
hereinafter set forth. For the purposes of this letter, we have assumed the
genuineness of all signatures, the legal capacity of all natural person, the
authenticity of all documents submitted to us as originals and the conformity to
originals of all documents furnished to us as copies.
Based on the foregoing and having regard to such legal
considerations as we have deemed relevant, it is our opinion that the Common
Shares have been duly authorized and upon the issuance thereof and payment
therefor in accordance with the terms of the Plan, will be validly issued, fully
paid and non-assessable.
We are members of the Bar of the State of New York and, for purposes
of the opinions expressed in this letter, do not hold ourselves out as experts
on, nor are we, in rendering the opinions expressed herein, passing on the laws
of any jurisdiction other than the federal laws of the United States, the laws
of the State of New York and the General Corporation Law of the State of
Delaware.
We hereby consent to the inclusion of this opinion as an Exhibit to
the Registration Statement.
Very truly yours,
/s/ Kronish Lieb Weiner & Hellman LLP
