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Exhibit 5
McBreen & Kopko
20 N. Wacker Dr., Suite 2520
Chicago, IL 60606
June 29, 2000
Board of Directors
Sonic Foundry, Inc.
754 Williamson Street
Madison, WI 53703
Re: Sonic Foundry, Inc. (the "Company")
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration, on a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of an aggregate of 1,000,000 shares of the
Company's Common Stock, $.01 par value per share (the "Stock"), to be issued by
the Company pursuant to the Company's Employee Stock Purchase Plan (the "Plan").
We have reviewed the Registration Statement, the charter and by-laws of the
Company, corporate proceedings of the Board of Directors relating to the
issuance of the shares of Stock, and such other documents, corporate records and
questions of law as we have deemed necessary to the rendering of the opinions
expressed below.
Based upon the foregoing, we are of the opinion that the 1,000,000
shares of Stock to be issued by the Company, as described in the Plan, will be
legally issued, fully paid and non-assessable when issued and paid for in the
manner contemplated in the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
McBreen & Kopko
