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EXHIBIT 5.1
[OH&S Letterhead]
August 3, 2000
Phoenix Technologies Ltd.
411 East Plumeria Drive
San Jose, California 95134
Re: Registration Statement on Form S-8 - Phoenix Technologies Ltd.
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with
the proposed issuance pursuant to the Phoenix Technologies Ltd. 1999 Director
Option Plan (the "Plan"), of up to 150,000 shares of common stock, $.001 par
value ("Common Stock"), of Phoenix Technologies Ltd., a Delaware corporation
(the "Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity
to the originals of all documents submitted to us as copies; and (c) the
truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates
we have reviewed.
Based on such examination, we are of the opinion that the Shares to
be issued by the Company pursuant to the Plan are duly authorized shares of
Common Stock, and, when issued in accordance with the provisions of the Plan,
will be validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above referenced Registration Statement on Form S-8 and to the use of our
name wherever it appears in said Registration Statement. In giving such
consent, we do not consider that we are "experts" within the meaning of such
term as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder with
respect to any part of the Registration Statement, including this opinion, as
an exhibit or otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
