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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
August 9, 2000
SpeechWorks International, Inc.
695 Atlantic Avenue
Boston, MA 02110
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 of a Registration Statement
on Form S-8 (the "Registration Statement"), pursuant to which the Company is
registering the issuance under the Securities Act of 1933, as amended, of a
total of 9,580,168 shares (the "Shares") of its common stock, $.001 par value
per share (the "Common Stock") to be offered for sale by the Company from time
to time under the Company's Amended and Restated 1995 Stock Option Plan, 2000
Employee, Director and Consultant Stock Plan and 2000 Employee Stock Purchase
Plan (collectively, the "Plans"). 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 Amended and Restated Bylaws, both as
currently in effect, such other records of the corporate proceedings of the
Company and certificates of the Company's officers as we have deemed relevant
and the Registration Statement and the exhibits thereto.
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, we are of the opinion that (i) the Shares
have been duly and validly authorized by the Company and (ii) the Shares, when
issued in accordance with the Plans, will be duly and validly issued, fully paid
and non-assessable shares of the Common Stock, free of preemptive rights.
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.
Very truly yours,
/s/ Mintz, Levin, Cohn,
Ferris, Glovsky and
Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
