BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
(Incorporated in Pennsylvania)
650 College Road East
Princeton, New Jersey 08540
August 10, 2000
Cognizant Technology Solutions Corporation
500 Glenpointe Centre West
Teaneck, New Jersey 07666
Gentlemen:
We have acted as counsel to Cognizant Technology Solutions Corporation, a
Delaware corporation (the "Company"), in connection with the filing by the
Company of a registration statement on Form S-8 (the "Registration Statement"),
under the Securities Act of 1933, as amended, relating to the registration of an
additional 1,000,000 shares (the "Shares") of the Company's Class A Common
Stock, $.01 par value, issuable under the Company's 1999 Incentive Compensation
Plan (the "Incentive Plan").
In connection with the Registration Statement, we have examined such
corporate records and documents, other documents, and such questions of law as
we have deemed necessary or appropriate for purposes of this opinion. On the
basis of such examination, it is our opinion that:
1. The issuance of the Shares in accordance with the terms of the
Incentive Plan has been duly and validly authorized; and
2. The Shares, when issued, delivered and sold in accordance with the
terms of the Incentive Plan and the stock options, or other
instruments authorized by the Incentive Plan, granted or to be granted
thereunder, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By:/s/ David J. Sorin
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David J. Sorin, a member of the firm
