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EXHIBIT 8.1
JONES, DAY, REAVIS & POGUE
3500 SunTrust Plaza
303 Peachtree Street, NE
Atlanta, Georgia 30308-3242
(404) 521-3939
December 15, 2000
Allied Riser Communication Corporation
1700 Pacific Avenue, Suite 400
Dallas, Texas 75201
Re: Registration Statement for 7.50% Convertible Subordinated
Notes Due 2007
Dear Sirs:
We have acted as counsel to Allied Riser Communication Corporation (the
"Company") in connection with the registration statement on Form S-3 (the
"Registration Statement"), to which this opinion appears as Exhibit 8.1, which
includes the prospectus of the Company relating to the offering by the selling
security holders named therein (the "Offering") of the Company's 7.50%
Convertible Subordinated Notes Due 2007 (the "Notes") and the Common Stock, par
value $.0001 per share (the "Common Stock"), issuable upon conversion of the
Notes.
On the basis of the foregoing and upon consideration of applicable law,
we are of the opinion that, subject to the qualifications stated therein, the
discussion as to the United States federal income tax matters set forth under
the caption "Important United States Federal Tax Considerations" in the
prospectus contained in the Registration Statement summarizes the material
United States federal income tax consequences relevant to the Offering and to
the purchase, ownership and disposition of the Notes and of the Common Stock
into which the Notes may be converted.
We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to the Registration Statement and to
the reference to this firm in the prospectus constituting part of the
Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
