[RARE MEDIUM GROUP, INC. LETTERHEAD]


                                                           November 3, 2000



Rare Medium Group, Inc.
565 Fifth Avenue, 29th Floor
New York, NY 10017

Re:  Rare Medium Group, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

         I am Senior Vice President and General Counsel of Rare Medium
Group, Inc., a Delaware corporation (the "Company"). I have represented the
Company in connection with the proposed issuance by the Company of up to an
aggregate amount of 15,000,000 shares (the "Shares") of the Company's
common stock, par value $.01 per share (the "Common Stock"), pursuant to
the Company's Amended and Restated 1998 Long-Term Incentive Plan (the
"Option Plan").

         This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Securities Act").

         In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of:

               i) the Registration Statement on Form S-8, relating to the
               Shares, filed with the Securities and Exchange Commission
               (the "Commission") on November 3, 2000 under the Securities
               Act (together with all exhibits thereto, the "Registration
               Statement");

               ii) the Option Plan;

               iii) the Restated Certificate of Incorporation of the
               Company, as currently in effect (the "Certificate of
               Incorporation");

               iv) the Amended and Restated By-laws of the Company, as
               currently in effect (the "By-laws");

               v) a specimen certificate representing the Shares; and

               vii) resolutions of the Board of Directors of the Company
               relating to the Option Plan and the filing of the
               Registration Statement.

         I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a
basis for the opinions set forth herein.

         In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
making my examination of executed documents, I have assumed that the
parties thereto, other than the Company, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties, other than
the Company, of such documents and the validity and binding effect thereof
on such parties. As to any facts material to the opinions expressed herein
which I did not independently establish or verify, I have relied upon oral
or written statements and representations of other officers and other
representatives of the Company and of others.

         I am admitted to the bar in the State of New York, and I do not
express any opinion as to the laws of any other jurisdiction other than the
General Corporation Law of the State of Delaware (the "DGCL").

         Based upon and subject to the foregoing, I am of the opinion that
the Shares have been duly authorized and when the Shares have been issued,
delivered and paid for upon exercise of options duly granted pursuant to
the terms of the Option Plan, and certificates representing the Shares in
the form of the specimen certificate examined by me have been manually
signed by an authorized officer of the transfer agent and registrar for the
Common Stock and registered by such transfer agent and registrar, such
Shares will be validly issued, fully paid and nonassessable.

         I hereby consent to the filing of this opinion with the Commission
as Exhibit 5 to the Registration Statement. In giving this consent, I do
not hereby admit that I am included in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.


                                                     Very truly yours,

                                                     /s/ Robert C. Lewis, Esq.