Exhibit 5
[LOGO]
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022-7001
(212) 940-3000
Fax: (212) 940-3111
June 29, 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-3
Post-Effective Amendment No.1 to Registration Statement on Form S-4, File No.
333-34802 (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to the offering of up to 4,850,021
shares of common stock of the Company, par value $.01 per share (the "Shares"),
to be issued upon the conversion of the outstanding 2.94% convertible
subordinated notes due 2004 (the "Notes") of the Company's subsidiary, PSINet
Consulting Solutions, Inc. (formerly known as Metamor Worldwide, Inc.).
This opinion is being delivered to you in connection with the
Registration Statement.
In connection with the foregoing, we have examined the Registration
Statement and the First Supplemental Indenture dated as of June 15, 2000, by and
between the Company, Metamor Worlwide, Inc. and The Bank of New York, as Trustee
(the "First supplemental Indenture"). We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, certificates and other documents and have made such investigations of
law as we have deemed 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.
In rendering the following opinions, we have assumed, without
investigation, the authenticity of any document or other instrument submitted to
us as an original, the conformity to the originals of any document or other
instrument submitted to us as a copy, the genuineness of all signatures on such
originals or copies, and the legal capacity of natural persons who executed any
such document or instrument at the time of execution thereof.
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PSINet Inc.
June 29, 2000
Page 2
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 other
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 continues
throughout the period during which the Shares are issued upon conversion of the
Notes, and (b) the Shares have, if required, been duly qualified or registered,
as the case may be, for sale under applicable state securities laws, we are of
the opinion that the Shares, when issued upon conversion of the Notes and in
accordance with the terms of the First Supplemental Indenture, will be duly
authorized and validly issued and will be 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 and to the use of our name as it appears under the
caption "Legal Matters" in the Registration Statement. In giving such consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
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, to the extent so required, in connection with the registration of the
Securities.
This opinion is intended solely for your benefit in connection with the
transactions described above and, except as provided in the two immediately
preceding paragraphs, may not be otherwise communicated to, reproduced, filed
publicly or relied upon by, any other person or entity for any other purpose
without our express prior written consent. 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.
We wish to advise you that certain attorneys who are partners or
employees of Nixon Peabody LLP own certain shares of the Company's common stock.
Very truly yours,
/s/Nixon Peabody LLP
