Spatialight Inc – ‘S-3’ on 11/18/99 – EX-5.1

On:  Thursday, 11/18/99   ·   Accession #:  936392-99-1362   ·   File #:  333-91225

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         28     91K 
                          Pursuant to a Transaction                              
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      8     20K 
 3: EX-5.1      Opinion re: Legality                                   1      8K 
 4: EX-10.4     Material Contract                                     14     59K 
 5: EX-10.5     Material Contract                                     20    104K 
 6: EX-10.6     Material Contract                                     13     54K 
 7: EX-10.7     Material Contract                                     15     64K 
 8: EX-10.8     Material Contract                                     13     60K 
 9: EX-23.1     Consent of Experts or Counsel                          1      6K 
10: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                                     EXHIBIT 5.1

November 18, 1999                                                               

Securities and Exchange Commission                                              
450 Fifth Street, N.W                                                           
Washington, D.C.  20549                                                         

RE:     SPATIALIGHT, INC.                                                       
REGISTRATION STATEMENT ON FORM S-3                              

Ladies and Gentlemen:                                                           

As legal counsel for Spatialight, Inc., a New York corporation (the "Company"), 
we are rendering this opinion in connection with the preparation and filing of a
registration statement on Form S-3 (the "Registration Statement") relating to   
the registration under the Securities Act of 1933, as amended, of 814,015 shares
of Common Stock (the "Shares") issuable upon exercise of warrants issued by the 
Company on August 5, 1999 and September 15, 1999.                               

We have examined such instruments, documents and records as we deemed relevant  
and necessary for the basis of our opinion herein after expressed. In such      
examination, we have assumed the genuineness of all signatures and the          
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.                       

Based on such examination, we are of the opinion that the 814,015 Shares        
issuable upon exercise of the warrants, when issued in accordance with the terms
of the warrants, will be, duly authorized, validly issued, fully paid, and      
nonassessable.                                                                  

We hereby consent to the filing of this opinion as an exhibit to the            
Registration Statement referred to above and the use of our name wherever it    
appears in said Registration Statement.                                         

This opinion is to be used only in connection with the issuance of the Shares   
while the Registration Statement is in effect.                                  

Respectfully submitted,                                                         

/s/ GRAY CARY WARE & FREIDENRICH LLP                                            

GRAY CARY WARE & FREIDENRICH LLP                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3’ Filing		Date		Other Filings
Filed on:		11/18/99		S-3
		9/15/99
		8/5/99
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