EXHIBIT 5.1
September 12, 2003
ScanSoft, Inc.
0 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Re: Registration Statement on Form S-8;
ScanSoft, Inc. 2000 Non-Statutory Stock Plan
Amended & Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan
ScanSoft 2003 Stock Plan (Formerly the SpeechWorks International, Inc.
2000 Employee, Director and Consultant Stock Plan)
ScanSoft Stand-Alone Stock Option Agreement (A)
Ladies and Gentlemen:
At your request, I am rendering this opinion in connection with the
proposed issuance of 7,632,430 shares of common stock, $0.001 par value (the
"Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"),
issuable upon the exercise of options granted under the ScanSoft, Inc. 2000
Non-Statutory Stock Plan, the Amended and Restated ScanSoft, Inc. 1995 Employee
Stock Purchase Plan, the ScanSoft 2003 Stock Plan, and the ScanSoft, Inc.
Stand-Alone Stock Option Agreement(A).
I have examined instruments, documents, and records that I deemed
relevant and necessary for the basis of my opinion hereinafter expressed. In
such examination, I have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, I am of the opinion that the 7,632,430
shares of Common Stock to be issued by the Company pursuant to the Plans are
validly authorized shares of Common Stock and, when issued in accordance with
the provisions of the Plans, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of my name wherever it appears
in said Registration Statement. In giving such consent, I do not consider that I
am an "expert" within the meaning of such term as used in the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
/s/ Xx-Xxxx Xxxxxxxx, General Counsel
