EXHIBIT 5.1
May 12, 2005
ScanSoft, Inc.
0 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Re: Registration Statement on Form S-8;
ScanSoft, Inc. 2000 Stock Plan
ScanSoft, Inc. 1995 Directors' Stock Option Plan
ScanSoft, Inc. Stand Alone Restricted Stock Purchase Agreements
No. (1-14)
Ladies and Gentlemen:
At your request, I am rendering this opinion in connection with the
proposed issuance of 5,446,663 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
Stock Plan, the ScanSoft, Inc. 1995 Directors' Stock Option Plan, and issuable
upon the granting of restricted stock awards pursuant to the ScanSoft, Inc.
Stand Alone Restricted Stock Purchase Agreements No. 1 - 14, (collectively, "the
Plans").
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 5,446,663
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
Vice President & General Counsel
