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EXHIBIT 5
October 26, 2000
Lionbridge Technologies, Inc.
950 Winter Street
Waltham, MA 02451
Re: Registration Statement on Form S-8 Relating to the 1998 Stock Plan.
Ladies and Gentlemen:
I am General Counsel of Lionbridge Technologies, Inc., a Delaware corporation
(the "Company"). I am of the opinion that the 3,000,000 shares of Common Stock,
par value $0.1 per share, proposed to be issues by the Company pursuant to the
Plan will be legally issued, fully paid and non-assessable after the issuance of
such shares in accordance with the terms of the Plan.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Margaret A. Shukur
Margaret A. Shukur
General Counsel