                                December 21, 2005








The Board of Directors of
Access Integrated Technologies, Inc.
55 Madison Avenue, Suite 300
Morristown, NJ 07960

Ladies and Gentlemen:

            We have acted as special counsel to Access Integrated  Technologies,
Inc., a Delaware corporation (the "Company"), in connection with the preparation
and  filing  of  a  Registration   Statement  on  Form  S-3  (the  "Registration
Statement")  filed with the Securities and Exchange  Commission  pursuant to the
Securities Act of 1933, as amended,  for the  registration of the sale from time
to time of up to $75,000,000  aggregate maximum offering price of: (i) shares of
common stock,  par value $0.001 per share, of the Company (the "Common  Stock");
(ii) shares of preferred  stock, par value $0.001 per share, of the Company (the
"Preferred  Stock");  (iii) warrants to purchase Common Stock or Preferred Stock
(the "Warrants"  and,  together with the Common Stock and Preferred  Stock,  the
"Securities"),  which may be issued pursuant to one or more warrant  agreements,
including  supplemental warrant agreements (a "Warrant Agreement"),  between the
Company  and a  warrant  agent  or  warrant  agents  to be  named,  and (iv) any
combination of Common Stock,  Preferred Stock and Warrants. As such counsel, you
have requested our opinion as to the matters  described  herein  relating to the
issuance of the Securities.

      We  have  examined  the  Certificate  or  Articles  of  Incorporation  (or
equivalent  thereof)  and By-Laws (or  equivalent  thereof) of the  Company,  as
amended and restated through the date hereof;  unanimous consent of the Board of
Directors of the Company of the corporate proceedings of the Company relating to
the  Registration  Statement  and the  Securities,  as made  available  to us by
officers of the Company; an executed copy of the Registration  Statement and all
exhibits thereto, in the form filed with the SEC; a certificate of an officer of
the Company relating to the matters referred to herein;  and such matters of law
deemed  necessary  by us in order to  deliver  this  opinion.  We have  assumed,
without  independently  verifying  or  having  any  duty  to  verify,  that  all
agreements mentioned herein have been duly authorized, executed and delivered by
all parties thereto (other than the Company) and are enforceable.  In the course
of our  examination,  we have assumed the  genuineness  of all  signatures,  the
authority of all signatories to sign on behalf of their principals,  if any, the
authenticity  of all documents  submitted to us as originals,  the conformity to
originals of all documents submitted to us as copies and the authenticity of the
originals of such copies,  and the legal capacity of all natural persons.  As to
certain  factual  matters,  we have relied upon  information  furnished to us by
officers of the Company.

      This  opinion is  subject  to the  following  additional  limitations  and
qualifications:

     (a) We express no opinion concerning any law of any jurisdiction other than
(i) the laws of the  State of New  York,  (ii) the  federal  laws of the  United
States of America and (iii) as to the organization, existence, good standing and
corporate authority of the Company,  the General Corporation Law of the State of
Delaware.

     (b) We  express  no  opinion  with  respect  to the  enforceability  of any
agreement  or  instrument  or any  provision  thereof  (i) to  the  extent  such
enforceability  may be  subject  to,  or  affected  by,  applicable  bankruptcy,
insolvency, moratorium or similar state or federal laws affecting the rights and
remedies of  creditors  generally  (including,  without  limitation,  fraudulent
conveyance  laws)  or  general  principles  of  equity  (regardless  of  whether
enforceability  is  considered  in a  proceeding  at  law  or in  equity),  (ii)
providing  for  specific  performance,  injunctive  relief  or  other  equitable
remedies (regardless of whether such enforceability is sought in a proceeding in
equity or at law), (iii) providing for  indemnification  or contribution,  which
provisions  may be limited  by federal  and state  securities  laws or  policies
underlying  such laws,  (iv)  requiring  any waiver of stay or  extension  laws,
diligent  performance or other acts which may be unenforceable  under principles
of public policy or (v) providing for a choice of law, jurisdiction or venue. We
have assumed that such agreements, instruments or provisions are enforceable.

            Based on the  foregoing  and solely in reliance  thereon,  it is our
opinion that:

          1. When necessary corporate action on the part of the Company has been
taken to authorize  the issuance  and sale of shares of Common  Stock,  and when
such shares of Common Stock are issued,  paid for and  delivered  in  accordance
with the applicable underwriting or other agreement, such shares of Common Stock
will be duly authorized, validly issued, fully paid and non-assessable.

          2. When necessary corporate action on the part of the Company has been
taken to  authorize  the  issuance  and sale of shares of a series of  Preferred
Stock,  including the designation of such series of Preferred Stock by the Board
of Directors of the Company and the proper filing with the Secretary of State of
the State of Delaware of a Certificate of  Designations  relating to such series
of Preferred  Stock,  and when such shares of such series of Preferred Stock are
issued, paid for and delivered in accordance with the applicable underwriting or
other  agreement,  such  shares of such series of  Preferred  Stock will be duly
authorized, validly issued, fully paid and non-assessable.

          3. When necessary corporate action on the part of the Company has been
taken to authorize a Warrant  Agreement and the issuance and sale of a series of
Warrants and when such Warrant Agreement, such Warrants and the relevant warrant
certificates,  as applicable,  have been duly executed,  authenticated,  issued,
paid for and  delivered  in  accordance  with  such  Warrant  Agreement  and the
applicable  underwriting  or other  agreement,  such  Warrants will be valid and
binding instruments of the Company, enforceable in accordance with their terms.

            In connection  with our opinions  expressed  above,  we have assumed
that, at or prior to the time of the delivery of any  Security,  (i) the Company
shall not have been dissolved;  (ii) the Board of Directors of the Company shall
have duly established the terms of such Security; (iii) the due authorization of
the issuance and sale thereof shall not have been  modified or  rescinded;  (iv)
the  Registration   Statement  shall  have  been  declared  effective  and  such
effectiveness shall not have been suspended,  terminated or rescinded; (v) there
shall  not  have   occurred  any  change  in  law   affecting  the  validity  or
enforceability  of such Security;  and (vi) none of the terms of any Security to
be  established  subsequent  to the date hereof nor the  issuance  and  delivery
thereof or the compliance by the Company with the terms thereof will violate any
law,  rule or  regulation  or will result in a violation of any provision of any
contract,  agreement  or  instrument  then  binding  upon  the  Company  or  any
restriction  imposed by any court or any  governmental or regulatory  authority,
agency or body having jurisdiction over the Company.

            We hereby  consent to the filing of this letter as an exhibit to the
Registration  Statement  and to the reference to it 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.

            This opinion is rendered  solely to you in connection with the above
matter.  This  opinion may not be relied  upon by you for any other  purposes or
relied  upon by or  furnished  to any other  person  without  our prior  written
consent.  We have no  obligation to update this opinion for events or changes in
law or fact occurring after the date hereof.

                                        Very truly yours,

                                        KELLEY DRYE & WARREN LLP


                                        By: /s/Jane Jablons
                                           ------------------------------------
                                             A Partner
