
                                                                     EXHIBIT 5.1

                                 August 17, 2005



Access Integrated Technologies, Inc.
55 Madison Avenue, Suite 300
Morristown, NJ 07960


Ladies and Gentlemen:

     We are  acting  as  counsel  to Access  Integrated  Technologies,  Inc.,  a
Delaware corporation (the "Company"), in connection with the registration of (a)
4,814,534  shares (the "Shares") of the Company's  Class A common stock,  $0.001
par value per share (the "Common Stock"), issued to various investors in private
placements  by the Company and (b) 477,275  shares of Common Stock (the "Warrant
Shares") issuable upon the exercise of certain warrants issued by the Company to
some of those investors (the "Warrants";  the Shares and Warrant Shares together
shall be referred to as the  "Securities").  The Company is filing  concurrently
herewith a  Registration  Statement on Form S-3 (the  "Registration  Statement")
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Securities Act of 1933, as amended (the "Act"), with respect to the Securities.

     In connection  with this  opinion,  we have examined and relied upon copies
certified or otherwise  identified to our  satisfaction of: (i) the Registration
Statement,  together with exhibits and schedules thereto, in the form filed with
the Commission;  (ii) the Company's  Fourth Amended and Restated  Certificate of
Incorporation,  (iii) the Company's By-Laws; and (iv) the minute books and other
records of corporate proceedings of the Company, as made

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available to us by officers of the Company;  and have  reviewed  such matters of
law as we have deemed necessary or appropriate for the purpose of rendering this
opinion.

     For  purposes  of this  opinion we have  assumed  the  authenticity  of all
documents  submitted  to us as  originals,  the  conformity  to originals of all
documents   submitted  to  us  as  certified  or  photostatic  copies,  and  the
authenticity  of the  originals of all documents  submitted to us as copies.  We
have also assumed the legal capacity of all natural persons,  the genuineness of
all  signatures on all  documents  examined by us, the authority of such persons
signing on behalf of the  parties  thereto  other than the  Company  and the due
authorization,  execution and delivery of all  documents by the parties  thereto
other than the Company.  As to certain factual  matters  material to the opinion
expressed   herein,  we  have  relied  to  the  extent  we  deemed  proper  upon
representations, warranties and statements as to factual matters of officers and
other  representatives of the Company. Our opinion expressed below is subject to
the  qualification  that we  express  no  opinion  as to any law other  than the
corporate  laws of the State of  Delaware  and the  federal  laws of the  United
States of America.  Without  limiting the foregoing,  we express no opinion with
respect to the  applicability  thereto or effect of municipal laws or the rules,
regulations or orders of any municipal agencies within any such state.

Based  upon  and  subject  to  the  foregoing  qualifications,  assumptions  and
limitations and the further  limitations set forth below, it is our opinion that
(i) the  Securities  have been duly  authorized  and  reserved  and (ii) (a) the
Shares have been validly  issued and are fully paid and  non-assessable  and (b)
upon  exercise of the Warrants and payment for the Warrant  Shares in accordance
with the terms of the  Warrants,  the  Warrant  Shares  will  have been  validly
issued, fully paid and non-assessable.

     We hereby  consent  to the  filing  of this  letter  as an  exhibit  to the
Registration  Statement  and to the  reference  to our  Firm  in the  Prospectus
included therein under the caption "Legal Matters".  In giving such consent,  we
do not admit that we are in the  category of persons  whose  consent is required
under  Section  7 of the Act or the  rules  and  regulations  of the  Commission
promulgated thereunder,  nor do we admit that we are experts with respect to any
part of the Registration  Statement or prospectus within the meaning of the term
"expert"  as  defined  in  Section  11 of the Act or the rules  and  regulations
promulgated thereunder.

     This  opinion  is  furnished  to you in  connection  with the filing of the
Registration  Statement and is not to be used,  circulated,  quoted or otherwise
relied upon for any other purpose.

                                Very truly yours,



                                                  By: /s/ Merrill B. Stone
                                                      --------------------------
                                                      A Member of the Firm

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