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Exhibit 5.1
[Rogers & Theobald, P.A. Letterhead]
October 26, 2000
Syntellect Inc.
Suite 100
16610 North Black Canyon Highway
Phoenix, Arizona 85053
Re: Syntellect Inc.; Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for Syntellect Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission on the date hereof. The Registration Statement relates to an
additional 600,000 shares of the Company's common stock, par value $.01 per
share (the "Shares"), to be issued in accordance with the Syntellect Inc.
Long-Term Incentive Plan, as amended (the "Plan"), or upon the exercise of
options (the "Options") or other stock-based awards (the "Awards") granted in
accordance with the Plan.
As such counsel, we have examined and relied upon such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to form the basis for the opinion hereinafter set forth (the
"Opinion"). In all such examinations, we have assumed the genuineness of
signatures on all original documents and the conformity to such original
documents of all copies submitted to us as certified, conformed or photographic
copies, and as to certificates of public officials, we have assumed the same to
have been properly given and to be accurate.
For purposes of the Opinion, we have assumed the following: (i) the Shares
that may be issued in accordance with the Plan or upon exercise of the Options
or Awards granted in accordance with the Plan will continue to be duly
authorized on the dates of such issuance and (ii) on the date on which any
Option or Award is exercised, such Option or Award will have been duly executed,
issued and delivered by the Company and will constitute the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms subject, as to enforceability, to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, general equitable principles and the discretion of courts in
granting equitable remedies.
The opinions expressed herein are limited in all respects to the federal
laws of the United States of America and the laws of the State of Delaware, and
no opinion is expressed with respect to the laws of any jurisdiction or any
effect which such laws may have on the opinions expressed herein. The Opinion is
limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein.
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:
a. The Shares are duly authorized; and
b. When the Shares are issued in accordance with the Plan or upon
exercise of the Options or Awards granted in accordance with the
Plan, against payment therefor, as provided in the Plan, such Shares
will be legally issued, fully paid and non-assessable.
The Opinion is given as of the date hereof, and we assume no obligation to
advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the Opinion. This
letter is being rendered solely for the benefit of Syntellect Inc. in connection
with the matters addressed herein.
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The Opinion may not be furnished to or relied upon by any person or entity for
any purpose without our prior written consent.
We consent to the filing of the Opinion as an Exhibit to the Registration
Statement.
Sincerely yours,
/s/ Rogers & Theobald, P.A.
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Rogers & Theobald, P.A.
