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EXHIBIT 5.1
July 13, 2000
Polycom, Inc.
1565 Barber Lane
Milpitas, California 95035
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (Registration
No. 333-40912) filed by Polycom, Inc. (the "Company") with the Securities and
Exchange Commission (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of a total of
2,990,000 shares of your Common Stock, $0.0005 par value (the "Shares"),
including 390,000 shares subject to an over-allotment option. The Shares are
being sold by the Company and the Selling Stockholder identified as such in the
Registration Statement.
As counsel for the Company, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary for the purposes of rendering this opinion.
Based upon the foregoing, we are of the opinion that the Shares to be
registered for sale by the Company and the Selling Stockholder have been duly
authorized by the Company, and the Shares to be registered for sale by the
Company, when issued, delivered and paid for in accordance with the terms of the
underwriting agreement referred to in the Registration Statement and in
accordance with the resolutions adopted by the Board of Directors of the
Company, will be, validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name under the caption "Legal
Matters" in the Registration Statement and the prospectus forming a part
thereof, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
P.C.
