EXHIBIT 5.1
REBOUL, MACMURRAY, HEWITT, MAYNARD &
KRISTOL 45 Rockefeller Plaza New York, New York 10111
September , 2000
Lexent Inc.
Three New York Plaza
New York, New York 10004
Ladies and Gentlemen:
We have acted as counsel to Lexent Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing on or about the date
hereof of a Registration Statement of the Company on Form S-8 (the "Registration
Statement") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration of up to 8,700,000 shares of common stock of
the Company to be issued under the Lexent Inc. and its Subsidiaries Amended and
Restated Stock Option and Restricted Stock Purchase Plan (the "Plan"), and a
Reoffer Propectus included as a part of the Registration Statement relating to
the resale of restricted and control securities previously issued under the
Plan.
In that connection, we have participated in the preparation of the
Registration Statement and have reviewed certain corporate proceedings. In
addition, we have examined originals or copies certified or otherwise identified
to our satisfaction, of such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, as we have deemed necessary
to form a basis for the opinions hereinafter set forth. In such examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of all such latter documents. As to
all questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The shares of Common Stock to be registered for sale or resale by
the Company under the Registration Statement have been duly authorized and, when
issued and paid for as contemplated by the Plan, will be validly issued, fully
paid and non-assessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction. The opinions
expressed herein are rendered solely for your benefit in connection with the
transactions described herein. These opinions may not be used or relied upon by
any other person, nor may this letter or any copies thereof be furnished to a
third party, filed with a governmental agency or quoted, cited or otherwise
referred to without our prior written consent. We hereby consent to the filing
of this opinion as Exhibit 5.1 to the Registration Statement. In giving the
foregoing consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
REBOUL, MACMURRAY, HEWITT
MAYNARD & KRISTOL
