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EXHIBIT 5.1
HALE AND DORR LLP
Counsellors At Law
www.haledorr.com
60 State Street * Boston, MA 02109
617-526-6000 * FAX 617-526-5000
October 12, 2000
Innoveda, Inc.
293 Boston Post Road West
Marlboro, Massachusetts 01752
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 166,831 shares of common stock,
$0.01 par value per share (the "Shares"), of Innoveda, Inc., a Delaware
corporation (the "Company"), issued under the PADS Software, Inc. 1998 Stock
Incentive Plan (the "Plan").
We have examined the certificate of incorporation and by-laws of the
Company, and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and stockholders of the
Company, the Registration Statement and such other documents relating to the
Company as we have deemed material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, photostatic or other copies, the authenticity of the
originals of such latter documents and the legal competence of all signatories
to such documents.
We express no opinion herein as to the laws of any state or
jurisdiction other than the statutory provisions of the General Corporation Law
of the State of Delaware and the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and provisions of the Plans, the
Shares will be validly issued, fully paid and nonassessable.
It is understood 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.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
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Innoveda, Inc.
October 12, 2000
Page 2
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. 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 Commission.
Very truly yours,
/s/ Hale and Dorr LLP
Hale and Dorr LLP
