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EXHIBIT 5.1
September 28, 2000
Polycom, Inc.
1565 Barber Lane
Milpitas, CA 95035
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "REGISTRATION
STATEMENT") to be filed by you with the Securities and Exchange Commission on or
about September 28, 2000, in connection with the registration under the
Securities Act of 1933, as amended, of an additional 3,500,000 shares of Common
Stock reserved for issuance under your 1996 Stock Incentive Plan, as amended
(the "PLAN" and the "SHARES" as appropriate). As your legal counsel, we have
reviewed the actions taken by you in connection with the proposed sale and
issuance of the Shares by you under the Plan. We assume that each issuance of
Shares will be made in accordance with the terms of the Plan.
It is our opinion that, upon completion of the proceedings being taken, or
contemplated by us, as your legal counsel, to be taken prior to the issuance of
the Shares pursuant to the Registration Statement and the Plan, including the
proceedings being taken in order to permit such transaction to be carried out in
accordance with applicable state securities laws, the Shares, when issued and
sold in the manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors, will be legally and
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 wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
