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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION LETTERHEAD]
October 27, 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 to be filed by
Polycom, Inc. (the "Company") with the Securities and Exchange Commission on or
about the date hereof (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of a total of
1,842,702 shares of your Common Stock, $0.0005 par value (the "Shares"). The
Shares are being sold by 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 Selling Stockholder have been duly authorized by the
Company.
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.
