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EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
November 15, 2000
Brooktrout, Inc.
250 First Avenue, Suite 300
Needham, Massachusetts 02494
Attn: Eric R. Giler
Re: BROOKTROUT, INC. 1992 STOCK INCENTIVE PLAN, AS AMENDED, AND
BROOKTROUT, INC. AMENDED AND RESTATED 1992 STOCK PURCHASE PLAN
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Brooktrout, Inc.
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") relating to eight hundred and seventy-five thousand
(875,000) shares of the Company's common stock, par value $.01 per share (the
"Registered Shares"), which may be issued pursuant to the Brooktrout, Inc. 1992
Stock Incentive Plan, as amended, and the Brooktrout, Inc. Amended and Restated
1992 Stock Purchase Plan (together, the "Plans").
As counsel for the Company, we have examined copies of each Plan, the
Registration Statement, and the Company's Restated Articles of Organization, as
amended, and Amended and Restated By-laws, each as presently in effect, such
records of the corporate proceedings of the Company as deemed to be material and
such other certificates, receipts, records, and other documents as we have
deemed necessary or appropriate for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and the Commonwealth of Massachusetts, and
also express no opinion with respect to the blue sky or securities laws of any
state, including Massachusetts.
Based on the foregoing, we are of the opinion that, when the Registered
Shares are sold and paid for pursuant to the terms of the Plans, the Registered
Shares will be duly authorized, validly issued, fully paid and non-assessable by
the Company under the Business Corporation Law of the Commonwealth of
Massachusetts.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
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