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EXHIBIT 5.1
September 28, 2000
Lionbridge Technologies, Inc.
950 Winter Street
Waltham, Massachusetts 02451
Re: S-3 REGISTRATION STATEMENT
Ladies and Gentlemen:
We are counsel to Lionbridge Technologies, Inc., a Delaware corporation
(the "Company"), and have represented the Company in connection with the
preparation and filing of the Company's Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
the sale to the public of up to an aggregate of 1,500,000 outstanding shares of
the Company's Common Stock, $.01 par value per share (the "Shares"), being sold
by certain stockholders of the Company (the "Selling Stockholders").
Based upon such investigation as we have deemed necessary, we are of
the opinion that the Shares issued to the Selling Stockholders and which may be
sold by the Selling Stockholders pursuant to the prospectus which is part of the
Registration Statement are validly issued and are fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
