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Exhibit 5.1
[LETTERHEAD OF ROPES & GRAY]
December 6, 2000
Applied Extrusion Technologies, Inc.
3 Centennial Drive
Peabody, Massachusetts 01960
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 1,000,000 shares of common stock, $.01 par
value (the "Shares"), of Applied Extrusion Technologies, Inc. (the "Company") to
be issued under the Company's AET 2001 Share Incentive Plan (the "Incentive
Plan").
We have acted as counsel for the Company in connection with the
Incentive Plan and are familiar with the actions taken by the Company in
connection therewith. For purposes of this opinion, we have examined copies of
the Registration Statement, the Incentive Plan and such other documents as we
have deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and that the Shares, when issued and sold in accordance
with the terms of the Incentive Plan, will have been validly issued and will be
fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
