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EXHIBIT 5.1
[OH&S Letterhead]
January 18, 2001
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 Stock Plan (the
"Plan"), of up to 1,499,925 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
