CARRIER1 International SA – ‘S-1/A’ on 2/18/00 – EX-5.1

On:  Friday, 2/18/00   ·   Accession #:  912057-0-7621   ·   File #:  333-94541

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Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement    151    720K 
                          (General Form)                                         
 2: EX-1.1      Form of Underwriting Agmt                             81    285K 
 3: EX-5.1      Opinion of Bonn & Schmitt                              2      8K 
 4: EX-23.1     Consent of Experts or Counsel                          1      6K 

EX-5.1   —   Opinion of Bonn & Schmitt

EX-5.1
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                                                         Exhibit 5.1

[Lux. Counsel Letterhead]                                                       

                                                               February 17, 2000

Carrier 1 International S.A.                                                    
Route d'Arlon 3                                                                 
L-8009 Strassen, Luxembourg                                                     

Carrier 1 International S.A.
Registration Statement on Form S-1
(File No. 333-94541)
--------------------

Dear Sirs:                                                                      

               We have acted as counsel to Carrier 1 International S.A., a
Luxembourg corporation (the "Company"), in connection with the Registration     
Statement on Form S-1 referenced above (the "Registration Statement") filed by  
the Company with the Securities and Exchange Commission (the "Commission")      
pursuant to the Securities Act of 1933, as amended (the "Act"), relating to     
7,500,000 shares of the Company's common shares, par value $2.00 per share,     

EX-5.1
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being offered by the Company and an additional 1,125,000 shares solely to cover 
over-allotments (collectively, the "Company Shares"), and 1,875,000 shares of   
the Company's common shares being offered by the selling shareholders referred  
to in the Registration Statement and an additional 281,250 shares solely to     
cover over-allotments (collectively, the "Shareholder Shares" and together with 
the Company Shares, the "Shares"), such Shares to be sold in the form of        
registered shares or, upon request in the United States and Canada, in the form 
of American Depositary Shares representing the right to receive 0.2 Shares.     

                 In so acting, we have examined and relied upon the originals,
or copies certified or otherwise identified to our satisfaction, of such        
records, documents, certificates and other instruments as in our judgment are   
necessary or appropriate to enable us to render the opinion expressed below.    

                  Strictly limited to Luxembourg law, we are of the opinion that
(a) upon issuance, delivery and full payment therefor in the manner described in
the Registration Statement and in accordance with the terms of the underwriting 
agreement (the form of which is filed as an Exhibit to the Registration         
Statement), the Company Shares will be duly authorized, validly issued and      
outstanding, fully paid and non-assessable; (b) the Shareholder Shares of       
Carrier One, LLC are, and the Shareholder Shares to be received upon exercise of
the Company's Euro Warrants and Dollar Warrants upon issuance, delivery and full
payment therefor in accordance with the terms of the Euro Warrants or Dollar    
Warrants, as the case may be, will be, duly authorized, validly issued and      
outstanding, fully paid and non-assessable.                                     

                 We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus forming a part thereof. This opinion is       
governed by Luxembourg law and is subject to exclusive jurisdiction of the      
ordinary courts in Luxembourg.                                                  

                                                             Very truly yours,

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/18/00
		2/17/00		1					8-K/A,  S-1/A
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