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Exhibit 5.01
Lernout & Hauspie Speech
Products N.V.
Flanders Language Valley 50
B-8900 Ieper, Belgium
By courier
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Brussels, June 13, 2000
Ref. diba/kale/L&H/lett/kaledoc0006
Telephone 00 32 2 778 24 48
Direct fax 00 32 2 778 24 54
Re: Registration Statement on Form S-8
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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
S-8 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, 4,647,113 shares of the Company's common
stock (the "Common Stock"), with a par value of 10.77225 BEF per share, pursuant
to the following plans: (1) the 2000 Employee Stock Option Plan adopted by
resolution of the Company's shareholders on June 5, 2000 (the "ESOP 2000") and
(2) the Lernout & Hauspie Speech Products NV 1994 Stock Option Plan; (3) the
Lernout & Hauspie Speech Products NV 1999 Stock Incentive Plan; and (4) the
Lernout & Hauspie Speech Products NV UK Company Share Option Plan (the plans
referred to under (2), (3) and (4) together, the "Former Dragon Plans"), adopted
by resolution of the board of directors of the Company on June 7, 2000.
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For the purpose of rendering this opinion, we have examined and relied solely
upon the executed copy of (i) the minutes of the shareholders' meeting of the
Company held on June 5, 2000 and (ii) the board resolution of the Company of
June 7, 2000.
Based upon the foregoing, we are of the opinion that the Common Stock to be
issued upon exercise of warrants granted pursuant to the ESOP 2000 and the
Former Dragon Plans has been duly authorized and, when issued and delivered upon
exercise of the warrants in accordance with the applicable provisions of Belgian
company law and the terms of the ESOP 2000 and the Former Dragon Plans, will be
validly issued, fully paid and nonassessable.
This opinion is 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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