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EXHIBIT 5.1
August 31, 2000
RSA Security Inc.
36 Crosby Drive
Bedford, Massachusetts 01730
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
I am Assistant General Counsel of RSA Security Inc., a Delaware corporation
(the "Registrant"), and am issuing this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Registrant with the Securities and Exchange Commission (the "Commission")
for the purpose of registering with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), 4,432,072 shares of the Registrant's
common stock, par value $.01 per share (the "Shares"), issuable upon the
exercise of options granted under the Registrant's Amended and Restated 1998
Non-Officer Employee Stock Incentive Plan, as amended (the "Plan"). In this
connection, I have examined and am familiar with originals or copies, certified
or otherwise identified to my satisfaction, of (i) the Registration Statement,
(ii) the Plan, (iii) the Third Restated Certificate of Incorporation and the
Amended and Restated By-laws of the Registrant, each as amended and as currently
in effect, (iv) certain resolutions adopted by the Board of Directors of the
Registrant relating to the issuance of the Shares and certain related matters
and (v) such other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein. In such
examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified, conformed or photostatic copies and the authenticity of the
originals of such copies. I also assume that appropriate action will be taken,
prior to the offer and sale of the Shares in accordance with the Plan, to
register and qualify the Shares for sale under all applicable state securities
or "blue sky" laws. As to any facts material to the opinions expressed herein
that I have not independently established or verified, I have relied upon
statements and representations of officers and other representatives of the
Registrant and others.
I am admitted to the Bar of the Commonwealth of Massachusetts and do not
purport to be an expert on, or express any opinion concerning, any law other
than the substantive law of the Commonwealth of Massachusetts.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and, when the Shares have been
paid for and certificates therefor have been issued and delivered upon exercise
of options in accordance with the terms of the Plan as contemplated by the
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
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I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
This opinion is furnished by me, as counsel to the Registrant, in
connection with the filing of the Registration Statement and, except as provided
in the immediately preceding paragraph, is not to be used, circulated, quoted
for any other purpose or otherwise referred to or relied upon by any other
person without the express written permission of the Registrant.
Very truly yours,
/s/ Kathryn L. Leach
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Kathryn L. Leach
Assistant General Counsel
