NEON Communications Group, Inc. – ‘S-4/A’ on 12/8/04 – EX-5

On:  Wednesday, 12/8/04, at 8:50pm ET   ·   As of:  12/9/04   ·   Accession #:  1019687-4-2766   ·   File #:  333-119666

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           397   2.00M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5        Opinion re: Legality                                   1      9K 
 3: EX-12       Statement re: Computation of Ratios                    2±    10K 
 4: EX-23.1     Consent of Experts or Counsel                          1      6K 
 5: EX-23.2     Consent of Experts or Counsel                          1      6K 
 6: EX-23.3     Consent of Experts or Counsel                          1      7K 
 7: EX-99.1     Miscellaneous Exhibit                                  2     10K 
 8: EX-99.2     Miscellaneous Exhibit                                  2     12K 
 9: EX-99.7     Miscellaneous Exhibit                                  1      7K 

EX-5   —   Opinion re: Legality

EX-5
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                                                                     EXHIBIT 5

 [LETTERHEAD OF DAY, BERRY & HOWARD LLP]

                                                              December 8, 2004

Globix Corporation                                                              
139 Centre Street                                                               
New York, New York 10013                                                        

Ladies and Gentlemen:                                                           

    We have acted as special counsel to Globix Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the      
Securities Act of 1933, as amended, of up to (i) 33,818,269 shares of the       
Company's common stock, par value $0.01 per share (the "Common Shares"), and    
(ii) 2,908,614 shares of the Company's convertible preferred stock, par value   
$0.01 per share (together with the Common Shares, the "Shares"). The Shares are 
to be issued by the Company pursuant to the terms of an Agreement and Plan of   
Merger, dated as of July 19, 2004, by and between the Company and NEON          
Communications, Inc., a Delaware corporation ("NEON"), as amended by a First    
Amendment to Agreement and Plan of Merger, dated as of October 8, 2004, by and  
between the Company and NEON (as so amended, the "Merger Agreement"). The Shares
are being registered pursuant to a Registration Statement on Form S-4 (No.      
333-119666) (the "Registration Statement").                                     

  In connection with this opinion, we have examined such corporate
records and other documents, and have reviewed such matters of law, as we have  
deemed necessary or appropriate. Based on the foregoing, we are of the opinion  
that, when issued in accordance with the terms of the Merger Agreement, the     
Shares will be legally and validly issued, fully paid and nonassessable.        

         We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration       
Statement, the joint proxy statement/prospectus constituting a part thereof and 
any amendments thereto. In giving this consent, we do not thereby submit that we
are in the category of persons whose consent is required under Section 7 of the 
Securities Act of 1933, as amended.                                             

                                           Very truly yours,

                                                     /s/ Day, Berry & Howard LLP

                                                 DAY, BERRY & HOWARD LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4/A’ Filing		Date		Other Filings
Filed as of:		12/9/04
Filed on:		12/8/04
		10/8/04		8-K
		7/19/04		425,  8-K
				List all Filings