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EXHIBIT 5.01
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 o FAX 617-526-5000
June 22, 2000
NEON Communications, Inc.
2200 West Park Drive
Westborough, MA 01581
Re: NEON Communications, Inc.
REGISTRATION STATEMENT ON FORM S-4
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Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on
Form S-4 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of an aggregate of
16,655,581 shares of Common Stock, $0.01 par value per share (the "Shares"), of
NEON Communications, a Delaware corporation (the "Company"). The Shares will be
issued pursuant to an Agreement and Plan of Merger, a form of which is attached
to the Proxy Statement/Prospectus inlcuded in the Registration Statement as
EXHIBIT A (the "Merger Agreement"), by and among the Company, NorthEast Optic
Network, Inc. and NEON Acquisition, Inc. The Merger Agreement and the merger of
such entities (the "Merger") pursuant thereto is described in the Proxy
Statement/Prospectus.
We are acting as counsel for the Company in connection with the Merger and the
preparation and filing of the Registration Statement. We have examined signed
copies of the Registration Statement to be filed with the Commission. We have
also examined and relied upon minutes of meetings of the stockholders and the
Board of Directors of the Company as provided to us by the Company, stock record
books of the Company as provided to us by the Company, the Certificate of
Incorporation and By-Laws of the Company, each as restated and/or amended to
date, and such other documents as we have deemed necessary for purposes of
rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale
of the Shares, to register and qualify the Shares for sale under all applicable
state securities or "blue sky" laws.
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We express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of the Commonwealth of Massachusetts, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America.
Based upon and subject to the foregoing, and without further investigation, we
are of the opinion that: when and if (i) the Registration Statement has become
effective pursuant to the provisions of the Securities Act of 1933, as amended,
(ii) the Merger is properly consummated in accordance with the terms of the
Merger Agreement and the General Corporation Law of the State of Delaware, and
in connection therewith the Shares are validly and properly issued by the
Company in the form of and containing the terms described in the Registration
Statement, and (iii) all legally required consents, approvals and authorizations
of government regulatory authorities have been obtained, including without
limitation the order of effectiveness from the SEC, the Shares, when issued,
will be duly authorized and will be validly issued, fully paid and
nonassessable.
It is understood that this opinion is to be used only in connection with the
issuance of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby 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 Commission.
Very truly yours,
/s/ HALE AND DORR LLP
