Exhibit 5.1
September 13, 2000
MathSoft, Inc.
101 Main Street
Cambridge, MA 02142
RE: Registration Statement on Form S-8 Relating to the
Amended and Restated 1992 Stock Plan (the "Plan")
Ladies and Gentlemen::
Reference is made to the above-captioned registration statement on Form S-8
(the "Registration Statement") filed by MathSoft, Inc. (the "Company") on the
date hereof with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to an aggregate of 750,000 shares of Common Stock,
$.01 par value, of the Company issuable pursuant to the Plan (the "Shares").
We have examined, are familiar with, and have relied as to factual matters
solely upon, copies of the Plan, the Third Restated Articles of Organization and
Amended and Restated By-Laws of the Company, the minute books and stock records
of the Company and originals of such other documents, certificates and
proceedings as we have deemed necessary for the purpose of rendering this
opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
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