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EXHIBIT 5.1
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
617 542 6000
617 542 2241 fax
July 28, 2000
SpeechWorks International, Inc.
695 Atlantic Avenue
Boston, MA 02111
Ladies and Gentlemen:
We have acted as counsel to SpeechWorks International, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-1, Registration No. 333-35164, as amended ("Registration
Statement") pursuant to which the Company is registering under the Securities
Act of 1933, as amended (the "Securities Act"), an aggregate of 5,462,500 shares
(the "Shares") of its common stock, $.001 par value per share (the "Common
Stock"). The Shares are to be sold to a group of underwriters (the
"Underwriters") who are parties to an Underwriting Agreement with the Company,
the form of which Agreement will be filed as an exhibit to the Registration
Statement. All of the shares being registered pursuant to the Registration
Statement are being registered for sale to the Underwriters by the Company. This
opinion is being rendered in connection with the filing of the Registration
Statement. All capitalized terms used herein and not otherwise defined shall
have the respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Company's Restated
Certificate of Incorporation and Bylaws, each as amended to date; the minutes of
all pertinent meetings of stockholders and directors of the Company relating to
the Registration Statement and the transactions contemplated thereby; such other
records of the corporate proceedings of the Company and certificates of the
Company's officers as we deemed relevant; and the Registration Statement and the
exhibits thereto filed with the Commission.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon the foregoing, and subject to the limitations set forth below,
we are of the opinion that the Shares, when issued by the Company and delivered
by the Company against payment therefor as contemplated by the Underwriting
Agreement, will be duly and validly issued, fully paid and non-assessable shares
of the Common Stock.
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MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
Page 2
Our opinion is limited to applicable provisions of the Delaware
Constitution and the General Corporation Law of the State of Delaware ("Delaware
Law") and judicial decisions interpreting Delaware Law. We express no opinion
with respect to the laws of any other jurisdiction and no opinion is expressed
herein with respect to the qualification of the Shares under the securities or
blue sky laws of any state or any foreign jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further
consent to the reference to us under the caption "Legal Matters" in the
prospectus included in the Registration Statement and in any abbreviated
registration statement pursuant to Rule 462(b) under the Securities Act.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
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Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
