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Exhibit 5.1
HAMMOND SUDDARDS EDGE
The Directors Our ref 10/npb/ncb
Sopheon plc
Stirling House Your ref
Surrey Research Park
Guildford Date 23 August 2000
Surrey
GU2 5RF
Dear Sirs
We have acted as English counsel to Sopheon plc, a United Kingdom public company
limited by shares ("Sopheon"), in connection with the proposed acquisition by
Sopheon of Teltech Resource Network Corporation, a Minnesota corporation
("Teltech"), pursuant to an Agreement and Plan of Merger dated as of January 21,
2000 (the "Merger Agreement") by and among Sopheon, Teltech and Sopheon
Corporation, a wholly owned subsidiary of Sopheon.
We are of the opinion that if the Sopheon ordinary shares to be issued to the
shareholders of Teltech pursuant to the Merger Agreement (the "Shares") were
issued at the date hereof in accordance with the Merger Agreement the Shares
would be duly authorised, validly issued, fully paid and non-assessable. This
opinion is subject to the assumption that not more than 5 million Shares are
issued.
We are qualified to practice law only in England and are not admitted to
practice in any other jurisdiction, nor are we or do we purport to be experts on
the laws of any other jurisdiction. The opinion expressed herein is rendered
solely with respect to the laws of England.
This opinion is expressed at today's date and we assume no obligation to advise
of any changes in law or fact that may subsequently come to our attention or of
their effect on our opinion.
This opinion is limited to the matters stated in this letter and no opinion may
be implied or inferred beyond the matters expressly stated.
This opinion is rendered only to you and is solely for your benefit in
connection with the Merger Agreement. It may not be relied upon by anyone else
for any other purpose nor may it be quoted from or referred to, or copies of
this opinion delivered to, any other person, firm or corporation for any purpose
without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form F-4 filed by Sopheon with respect to the Shares,
and to the reference to our firm appearing in the Registration Statement under
the caption "Validity of Securities."
Yours faithfully,
/s/ Hammond Suddards Edge
HAMMOND SUDDARDS EDGE
18 Southampton Place London WC1A 2AJ DX 37984 LONDON/KINGSWAY
TELEPHONE 020 7404 4701 FAX 020 7831 9152
E-MAIL [email protected]
DIRECT LINE 020 7400 7942 DIRECT FAX 020 7400 7905
OFFICES Birmingham Bradford Brussels Leeds Lloyd's London Manchester
www.hammondsuddardsedge.com
A list of the names of the partners and their professional qualifications is
open to inspection at our offices. The partners are either solicitors or
registered foreign lawyers. This firm is regulated by the Law Society in the
conduct of investment business.
