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Exhibit 5.01
June 14, 2000
Ansoft Corporation
Four Station Square, Suite 600
Pittsburgh, PA 15219
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by Ansoft Corporation, a Pennsylvania
corporation (the "Company"), under the Securities Act of 1933, as amended (the
"Securities Act") relating to the registration for resale by the selling
stockholders named therein of 388,995 shares of the Company's common stock, par
value $.01 per share (the "Shares"), we, as counsel for the Company, have
examined such corporate records, other documents, and questions of law as we
have considered necessary or appropriate for the purpose of this opinion.
Upon the basis of such examination, we advise you that in our opinion
the Shares to be sold by the selling stockholders are duly and validly
authorized, validly issued, fully paid and non-assessable.
It is our understanding that this opinion is to be used only in
connection with the offer and sale of the Shares while the Registration
Statement is in effect.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments and any registration statement relating to the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, and to reference to this firm under the caption "Legal Matters."
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission.
Sincerely,
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
By:/s/ Ronald W. Schuler
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Ronald W. Schuler
E-1
