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EXHIBIT 5.1
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
June 9, 2000
Lionbridge Technologies, Inc.
950 Winter Street
Waltham, MA 02451
Re: Registration Statement on Form S-8 Relating to the IC Global
Services, Inc. 1998 Stock Plan (Amended and Restated April 6,
1999), the International Language Engineering Corporation Amended
and Restated 1997 Stock Option Plan and the Harvard Translations,
Inc. 1997 Stock Option Plan (collectively, the "Plans")
Ladies and Gentlemen:
We are acting as counsel for Lionbridge Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the registration on a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to an aggregate of 745,941 shares
of Common Stock, par value $.01 per share, of the Company issuable pursuant to
the Plans (the "Shares").
In rendering our opinion, we have examined, and are familiar with, and
have relied as to factual matters solely upon, originals or copies certified, or
otherwise identified to our satisfaction, of such documents, corporate records
or other instruments as we have deemed necessary or appropriate for the purposes
of the opinion set forth herein, including, without limitation, (a) the Plans,
(b) the Company's Second Amended and Restated Certificate of Incorporation, (c)
the Company's Amended and Restated By-laws, (d) a specimen form of the
certificate evidencing the Shares, (e) the Agreement and Plan of Reorganization
dated as of March 30, 2000 by and among the Company, HT Acquisition Corp.,
Harvard Translations, Inc. and Robert C. Sprung, (f) the Amended and Restated
Agreement and Plan of Reorganization dated as of March 30, 2000 by and among the
Company, LTI Acquisition Corp. and INT'L.com, Inc. and (g) the minute books and
stock records of the Company.
We are members only of the bar of the Commonwealth of Massachusetts and
are not experts in, and express no opinion regarding, the laws of any
jurisdiction other than the Commonwealth of Massachusetts, the United States of
America and the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly authorized and, when issued and paid for in accordance with the
terms of the Plans and the terms of any agreement relating to any of the options
granted thereunder, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
