<PAGE>
Exhibit 5
---------
NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
June 1, 2000
Inso Corporation
299 Promenade Street
Providence, RI
Gentlemen/Ladies:
Reference is made to the registration statement on Form S-8 (the
"Registration Statement") which Inso Corporation (the "Company") is filing
concurrently herewith with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
250,000 shares of the Company's common stock, $0.01 par value per share
(the "Common Stock"), issuable pursuant to the Inso Corporation 1993 Stock
Purchase Plan, as amended to date (the "Plan"), and an indeterminate number of
shares of such Common Stock which may be issued or become issuable under the
Plan by reason of stock dividends, stock splits or other recapitalizations
executed hereafter.
We have acted as legal counsel for the Company in connection with the
amendments to the Plan, are familiar with the Company's Certificate of
Incorporation and By-laws, both as amended to date (collectively, the
"Organizational Documents"), and have examined such other documents as we deemed
necessary for this opinion. Based upon the foregoing, we are of the opinion
that:
1. When issued and paid for in compliance with the terms of the Plan, the
Organizational Documents and the Delaware General Corporation Law, the 250,000
shares of Common Stock referred to above will be duly and validly issued, fully
paid and non-assessable; and
2. The additional shares of Common Stock which may become issuable under
the Plan by reason of stock dividends, stock splits or other recapitalizations
hereafter executed, if and when issued in accordance with the terms of the Plan
and upon compliance with the applicable provisions of law and of the
Organizational Documents, will be duly and validly issued, fully paid and
non-assessable.
We understand that this opinion letter is to be used in connection with
the Registration Statement and hereby consent to the filing of this opinion
letter with and as a part of the Registration Statement and of any amendments
thereto. It is understood that this opinion letter is to be used in connection
with the offer and sale of the aforesaid shares only while the Registration
Statement, as it may be amended from time to time as contemplated by Section
10(a)(3) of the Securities Act, is effective under the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
Nutter, McClennen & Fish, LLP
MJB/ASG/KLH
