EXHIBIT 5.1
OPINION OF NIXON PEABODY LLP
[LOGO]
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
June 15, 2000
PSINet Inc.
44983 Knoll Square
Ashburn, Virginia 20147
Ladies and Gentlemen:
We have acted as counsel to PSINet Inc., a New York corporation (the
"Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company on or about June 15, 2000
with the Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Act"), for the purpose of registering with the SEC an
aggregate of up to 2,000,000 shares (the "Shares") of common stock of the
Company, par value $.01 per share (the "Common Stock"), consisting of: 2,000,000
shares issuable upon the exercise of options granted by the Company under the
1999 Employee Stock Purchase Plan and the 1999 International Employee Stock
Purchase Plan, as amended (together, the "Plans").
This opinion is being delivered to you in connection with the
Registration Statement.
In connection with the foregoing, we have examined, among other
documents, copies of the following: (i) the Registration Statement, (ii) the
Certificate of Incorporation of the Company, as amended to the date hereof,
(iii) the By-laws of the Company, as amended to the date hereof, and (iv) the
Plans. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records of the Company,
agreements and such other instruments and certificates of officers of the
Company, and have made such investigations of law, as, in our experience, are
necessary or appropriate as a basis for the opinions expressed below.
As to questions of fact material to our opinions expressed herein, we
have, when relevant facts were not independently established, relied upon
certificates of, and information received from, the Company and/or
representatives of the Company. We have made no independent investigation of the
facts stated in such certificates or as to any information received from the
Company and/or representatives of the Company and do not opine as to the
accuracy of such factual matters. We also have relied, without investigation,
upon certificates and other documents from, and conversations with, public
officials.
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PSINet Inc.
June 15, 2000
Page 2
In addition, we have assumed that, at or prior to the time of issuance
and sale of any of the Shares: (i) no stop order shall have been issued in
respect of the Registration Statement, (ii) there shall not have occurred, since
the date of this opinion, any change in law affecting the validity of the Shares
or the ability or the capacity of the Company to issue any of the Shares, and
(iii) the Company shall not have effected any material change to its Certificate
of Incorporation or By-laws.
Members of our firm involved in the preparation of this opinion are
licensed to practice law in the State of New York and we do not purport to be
experts on, or to express any opinion herein concerning, the laws of any
jurisdiction other than the laws of the State of New York.
Based upon and subject to the foregoing, and the other qualifications
and limitations contained herein, and after (a) the Registration Statement has
become effective under the Act and assuming that such effectiveness remains in
effect throughout the period during which shares of Common Stock are issued
pursuant to the Plans, (b) the shares of Common Stock to be issued pursuant to
the Plans have, if required, been duly qualified or registered, as the case may
be, for sale under applicable state securities laws and all applicable
securities laws are complied with, (c) all necessary action by the shareholders
of the Company and the Board of Directors or a duly designated committee of the
Board of Directors of the Company shall have been taken to duly authorize the
Plans and the issuance of options, other rights and Common Stock to be issued
pursuant to the Plans (the "Corporate Action"), and (d) the options, other
rights and shares of Common Stock to be issued pursuant to the Plans have been
delivered pursuant to and in accordance with the terms of the Plans and related
agreements and instruments against payment therefor in accordance with the terms
of the relevant Corporate Action, the Plans and related agreements and
instruments, we are of the opinion that the 2,000,000 shares of Common Stock
issuable pursuant to the Plans, and an indeterminate number of shares of Common
Stock as may be issued by reason of any stock split, stock dividend,
recapitalization or similar transaction, will have been duly authorized, validly
issued, fully paid and non-assessable, subject to Section 630 of the Business
Corporation Law of the State of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the SEC.
We further consent to the filing of this opinion as an exhibit to
applications to the securities commissioners of the various states of the United
States of America, to the extent so required, in connection with the
registration of the shares of Common Stock.
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PSINet Inc.
June 15, 2000
Page 3
This opinion is limited to the matters stated herein, and no opinion or
belief is implied or may be inferred beyond the matters expressly stated herein.
The opinions expressed herein are rendered as of the date hereof, and we
disclaim any undertaking to advise you of changes in law or fact which may
affect the continued correctness of any of our opinions as of a later date.
We wish to advise you that certain attorneys with Nixon Peabody LLP own
certain shares of the Company's Common Stock.
Very truly yours,
/s/ Nixon Peabody LLP
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