Exhibit 5
May 30, 2000
TTR Technologies, Inc.
2 HaNagar Street
Kfar Saba, Israel
Re: Registration Statement on Form S-8
Gentlemen:
As counsel to TTR Technologies, Inc. (the "Company"), we have assisted in
the preparation of a Registration Statement on Form S-8 (together with all
exhibits thereto and documents incorporated by reference therein, the
"Registration Statement") in the form proposed to be filed with the Securities
and Exchange Commission (the "Commission"). The Registration Statement covers an
aggregate of 1,500,000 shares of Common Stock, par value $.001 per share (the
"Shares"), of the Company issuable upon exercise of options granted under the
Company's 1996 Incentive and Non-Qualified Stock Option Plan and an aggregate
of 25,000 Shares issuable upon exercise of options granted under the Company's
Non-Executive Directors Stock Option Plan.
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933,
as amended.
In connection with the opinions expressed herein, we have examined the
originals or copies, certified or otherwise identified to our satisfaction, of
such records, instruments, documents and matters of law as we have deemed
necessary or appropriate for the purpose of rendering this opinion.
In our examination, we have assumed without independent verification (i)
the legal capacity of all natural persons, (ii) the genuineness of all
signatures, (iii) the authenticity of all documents submitted to us as
originals, (iv) the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies and the authenticity of the
originals of such documents, and (v) the power and authority of all persons
other than the Company signing such documents to execute, deliver and perform
such documents, and the valid authorization, execution and delivery of such
documents by such other persons. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon oral or written statements and representations of officers or other
representatives of the Company.
We are admitted to practice in the State of New York and we do not express
any opinion as to the laws of any other jurisdiction other than the federal laws
of the United States of America and the General Corporation Law of the State of
Delaware to the extent necessary to render this opinion. The Shares may be
issued and sold from time to time on a delayed or continuous basis, and this
<PAGE>
opinion is limited to the laws, including applicable rules and regulations, in
effect on the date hereof, and to the facts in existence on the date hereof. We
assume no obligation to update such opinion.
Based upon and subject to the foregoing, and our examination of law and
such other matters as we have deemed relevant under the circumstances, it is our
opinion that the Shares, when duly issued and sold in the manner and for the
consideration contemplated by the Registration Statement will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
