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EXHIBIT 5.1
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[Wilson Sonsini Goodrich & Rosati Letterhead]
June 2, 2000
Nuance Communications, Inc.
1005 Hamilton Court
Menlo Park, CA 94025
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about June 1, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 8,871,482 shares of
Common Stock, par value $0.001 per share (the "Shares"), reserved for issuance
pursuant to the 1994 Flexible Incentive Stock Plan, 1998 Stock Plan, 2000 Stock
Plan and the 2000 Employee Stock Purchase Plan (together, the "Plans"). As your
legal counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares under the Plans.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plans, legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
