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Exhibit 5.1
July 18, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement Form SB-2 Applied Voice Recognition, Inc.
Ladies and Gentlemen:
We have acted as counsel to Applied Voice Recognition, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, on a Registration Statement on Form SB-2
(the "Registration Statement") of the offer and resale from time to time of
3,592,126 shares (the "Shares") of the Company's common stock, par value $.001
per share (the "Common Stock").
We have examined such corporate records, documents, instruments and
certificates of the Company, and have reviewed such questions of law as we have
deemed necessary, relevant or appropriate to enable us to render the opinion
expressed herein. In such examination, we have assumed without independent
investigation the authenticity of all documents submitted to us as originals,
the genuineness of all signatures, the legal capacity of all natural persons,
and the conformity of any documents submitted to us as copies to their
respective originals. As to certain questions of fact material to this opinion,
we have relied without independent investigation upon statements or certificates
of public officials and officers of the Company.
Based upon such examination and review, we are of the opinion that (1) the
Shares (other than Shares issuable upon the exercise of warrants and conversion
of series 2 preferred stock) are duly authorized, legally issued, and, to our
knowledge, are fully paid and non-assessable; and (2) the Shares issuable upon
exercise of warrants and conversion of series 2 preferred stock, if, as and when
issued by the Company, are duly authorized and, upon exercise and conversion
thereof in the manner and for the consideration expressed in such warrants and
series 2 preferred stock, will be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the prospectus included as a part of the Registration Statement. In giving this
consent, we do not admit that this firm is in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
This opinion is rendered on the date hereof and we disclaim any duty to
advise you regarding any changes in the matters addressed herein.
Very truly yours,
/s/ Porter & Hedges. L.L.P.
Porter & Hedges, L.L.P.
