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Exhibit 5.01
Lernout & Hauspie Speech Products N.V.
Flanders Language Valley 50
8900 IEPER
Brussels, June 28, 2000
Re: Registration Statement on Form S-3 dated June 28, 2000
Ladies and Gentlemen,
We have acted as counsel on matters of Belgian law in connection with the
filing with the United States Securities and Exchange Commission of the
aforementioned registration statement (the "Registration Statement") pursuant to
which Lernout & Hauspie Speech Products N.V. (the "Company") is registering
under the United States Securities Act of 1933, 10,011,236 shares of the
Company's common stock, no par value (the "Common Stock").
Our firm, in rendering legal opinions, customarily makes certain
assumptions which are described in Schedule A hereto. In the course of our
representation of the Company in connection with the aforementioned Registration
Statement, nothing has come to our attention which causes us to believe reliance
upon any of those assumptions is inappropriate, and, with your concurrence, the
opinions hereafter expressed are based upon those assumptions.
For the purpose of rendering this opinion, we have examined and relied
solely upon the following documents:
1 The Agreement and Plan of Merger among the Company, L&H Holdings USA Inc.,
a corporation under Delaware law, Dragon Systems Inc., a corporation under
Delaware Law ("Dragon") and certain principal stockholders of Dragon dated
March 27, 2000 (the "Agreement").
2 Copy of the Board resolution of the Company dated March 27, 2000;
3 Copy of the Company's Restated and Co-ordinated Articles of Association
dated June 7, 2000;
4 Copy of the resolution of the Company's Board meeting held before a Belgian
notary on June 7, 2000 in connection with the issuance of the Common Stock;
5 Copy of the proxies with respect to the Board resolution referred to under
numbered paragraph 3;
6 Copy of the special report of the Company's Board established in accordance
with article 34 (S)2 of the Belgian co-ordinated laws on commercial
companies ("Belgian Company Law") dated May 30, 2000;
7 Copy of the special report of the Company's Board established in accordance
with article 34bis (S)3 of the Belgian Company Law, dated May 30, 2000;
8 Copy of the special report of the Company's Board established in accordance
with article 101 ter of the Belgian Company Law, dated May 30, 2000;
9 Copy of the special report by the Company's statutory auditor established
in accordance with article 34 (S)2 of the Belgian Company Law, dated May
30, 2000;
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10 Copy of the special report by the Company's statutory auditor established
in accordance with article 34bis (S)3 of the Belgian Company Law, dated May
31, 2000;
11 An oral confirmation over the phone from the Clerk of the Commercial Court
of Ieper on May 30, 2000 confirming that the Company has not been declared
bankrupt nor is it subject to any judicial and collective settlement
procedure with its creditors in Belgium;
The documents referred to under numbered paragraph 1 to 11 are refererred
to as the "Transaction Documents".
With your concurrence, the opinions hereafter expressed, whether or not
qualified by language such as "to our knowledge", are based solely upon (1) our
review of the documents referred to under numbered paragraph 1 to 11 above, (2)
discussions with those of our advocaten who have given legal representation to
the Company in connection with the Agreement, and (3) such review of published
sources of law as we have deemed necessary. For the purposes of this opinion,
the term "to our knowledge", or similar phrases means the actual knowledge of
those of our advocaten who have given substantive legal representation to the
Company since January 1, 1995.
Our opinions hereafter expressed are limited to the current laws of Belgium
(unpublished case law excluded), and are qualified as set out below. In
particular, we express no opinions on any federal or state laws of the United
States of America, or the laws, regulations or rules of any political
subdivision or governmental agency thereof.
The opinions hereafter expressed are subject to the general qualifications
that such rights and remedies may be subject to and affected by applicable
bankruptcy, insolvency, reorganization, receivership, moratorium, or assignment
for the benefit of creditors laws and other similar laws affecting the rights
and remedies of creditors generally.
We express no legal opinion upon any matters other than those explicitly
addressed in numbered paragraph 1, and our express opinions therein contained
shall not be interpreted to be implied opinions upon any other matter.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Common Stock is duly authorized, validly issued, fully paid and
non-assessable under Belgian law.
This opinion is rendered only with respect to matters of Belgian law. We
understand that this opinion is to be issued in connection with the Registration
Statement. We consent to the filing of this opinion as an exhibit to the
Registration Statement, including the prospectus constituting a part thereof.
This opinion may be used in connection with the offering of the Common
Stock only while the Registration Statement remains in effect.
This opinion is rendered in accordance with the rules of the Brussels Bar.
Very truly yours,
/s/ Philippe Hamer /s/ Peter Bienenstock
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Philippe Hamer Peter Bienenstock
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SCHEDULE A
STANDARD ASSUMPTIONS
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In rendering legal opinions in third party transactions, Loeff Claeys Verbeke
makes certain customary assumptions described below:
1. Except for the Company's officers executing documents on its behalf
(whose capacity is covered in this opinion), each natural person
executing any of the Transaction Documents has sufficient legal
capacity to enter into such Transaction Documents and perform the
transactions contemplated hereby.
2. Each person other than the Company (whose capacity is covered in this
opinion) has all requisite power and authority and has taken all
necessary corporate or other action to enter into those Transaction
Documents to which it is a party or by which it is bound, to the
extent necessary to make the Transaction Documents enforceable against
it.
3. Each person other than the Company (whose capacity is covered in this
opinion) has complied with all legal requirements pertaining to its
status and such status relates to its rights to enforce the
Transaction Documents against the Company.
4. Each document other than the Transaction Documents is accurate,
complete and authentic, each original is authentic, each copy conforms
to an authentic original of such documents and all signatures are
genuine.
5. The Transaction Documents and other documents of which we have not
seen executed originals have been executed in the form reviewed by us.
6. All official public records are accurate, complete and properly
indexed and filed.
7. There has not been any mutual mistake of fact or, fraud, duress, or
undue influence by or among any of the parties to the Transaction
Documents.
8. The Company's Board of Directors has satisfied itself that the
transactions contemplated in the Transaction Documents are all in the
Company's corporate interest.
9. The conduct of the parties to the Agreement has complied in the past
and will comply in the future with any requirement of good faith, fair
dealing and conscionability.
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