Exhibit 5.1
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XXXXXXXX & XXXXXXXX LLP
0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, X.X. 00000-1888
000-000-0000 * FAX 000-000-0000
March 2, 2000
CAIS Internet, Inc.
0000 00xx Xxxxxx, X.X.
Washington, D.C. 20037
Re: Various Written Compensation Agreements Relating to Options Granted
to Current and Former Employees and Directors of CAIS Internet, Inc.
(the "Compensation Agreements")
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on March 2, 2000, and to be filed with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of an aggregate of 3,049,495 shares
of your common stock, $.01 par value (the "Common Stock"), which will be
issuable under the Compensation Agreements.
As your counsel in connection with the Registration Statement, we have examined
the proceedings taken by you in connection with the adoption of the Compensation
Agreements by CAIS Internet, Inc., and such documents as we have deemed
necessary to render this opinion, in connection therewith.
Based upon the foregoing, it is our opinion that the Common Stock, when issued
and outstanding pursuant to the terms of the Compensation Agreements, will be
validly issued, fully paid and non-assessable.
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. 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/ Xxxxxxxx & Xxxxxxxx LLP
