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EXHIBIT 5.1
[JONES, DAY, REAVIS & POGUE LETTERHEAD]
June 15, 2000
Allied Riser Communications Corporation
1700 Pacific Avenue
Dallas, Texas 75201
Re: Registration on Form S-8 of 1,000,000 Shares of Common Stock, par
value $0.0001 per share, of Allied Riser Communications
Corporation
Ladies and Gentlemen:
We are acting as counsel to Allied Riser Communications
Corporation, a Delaware corporation (the "Company"), in connection with the
registration of 1,000,000 shares (the "Shares") of Common Stock, par value
$0.0001 per share, of the Company pursuant to the Company's Registration
Statement on Form S-8 (the "Registration Statement").
We have examined such documents, records, and matters of law as
we have deemed necessary for purposes of this opinion. Based on such examination
and on the assumptions set forth below, we are of the opinion that the Shares
are duly authorized and, when issued and delivered in accordance with the
provisions of the Company's 2000 Employee Stock Purchase Plan (the "Plan")
against payment of the consideration therefor as provided in the Plan and having
a value not less than the par value thereof, will be validly issued, fully paid,
and nonassessable.
In rendering the foregoing opinion, we have relied as to certain
factual matters upon certificates of officers of the Company and public
officials, and we have not independently checked or verified the accuracy of the
statements contained therein. In addition, our examination of matters of law has
been limited to the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case as in effect on the
date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
