EXHIBIT 5.1


          [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]


                                                     April    , 2002





Rare Medium Group, Inc.
44 West 18th Street, 6th Floor
New York, New York  10011

                 Re:  Rare Medium Group, Inc.
                      Registration Statement on Form S-3
                      (File No. 333-      )

Ladies and Gentlemen:

         We have acted as special counsel to Rare Medium Group, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of
a Registration Statement on Form S-3 which is being filed by the Company
with the Securities and Exchange Commission (the "Commission") on the date
hereof (the "Registration Statement"). The Registration Statement includes
a prospectus (the "Prospectus") to be furnished to securityholders of the
Company in connection with the issuance by the Company of a special
dividend in the form of non-transferable subscription rights (the "Rights")
entitling the holders thereof to purchase an aggregate of 52,615,467 shares
of the Company's common stock, par value $0.01 per share (the "Common
Stock"), at the rate of one share of Common Stock for each Right, subject
to the purchase of additional shares of Common Stock pursuant to the
over-subscription privilege described in the Prospectus. The Registration
Statement relates to the registration by the Company under the Securities
Act of 1933, as amended (the "1933 Act"), of (i) an aggregate of up to
52,615,467 Rights to purchase Common Stock and (ii) an aggregate of up to
52,615,467 shares of Common Stock (the "New Common Shares").

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

         In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of:

1.       the Registration Statement (together with the Prospectus);

2.       the form of specimen certificate representing the New Common
         Shares;

3.       the form of Rights Certificate filed as an exhibit to the
         Registration Statement;

4.       the Restated Certificate of Incorporation of the Company, as
         certified by the Secretary of the Company;

5.       the Amended and Restated By-Laws of the Company, as certified by
         the Secretary of the Company; and

6.       resolutions of the Board of Directors of the Company adopted (i)
         at a meeting held on March 24, 2002 and (ii) by unanimous written
         consent dated April 2, 2002, in each case relating to the
         transactions contemplated by the Registration Statement.

         We also have examined originals or copies, certified or otherwise
identified to our 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 we have deemed necessary or appropriate as a
basis for the opinions set forth herein.

         In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of executed documents, we 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 of
such documents and the validity and binding effect thereof on such parties.
As to any facts material to the opinions expressed herein that were not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others. We have also assumed that the certificates evidencing
the New Common Shares will conform to the specimen certificates examined by
us evidencing the New Common Shares.

         For purposes of this opinion, we have assumed that prior to the
issuance of any of the New Common Shares, the Registration Statement, as
finally amended (including all necessary post-effective amendments),
becomes effective under the 1933 Act.

         Members of our firm are admitted to the bar in the State of New
York and we do not express any opinion as to the laws of any jurisdiction
other than the General Corporation Law of the State of Delaware.

         Based upon and subject to the foregoing, we are of the opinion
that:

(i)           The issuance of the Rights have been duly authorized and when
              the Rights are distributed as contemplated in the Prospectus,
              they will be validly issued.

(ii)          The issuance and sale of the New Common Shares upon exercise
              of the Rights have been duly authorized and, when (i) the
              holders of Rights Certificates have complied with the terms
              of the Rights Certificates in connection with the exercise
              thereof, and (ii) the New Common Shares are issued and paid
              for, the New Common Shares will be validly issued, fully paid
              and nonassessable.

         We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement. We also consent to
the reference to us under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.

                                                     Very truly yours,