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EXHIBIT 5.1
August 2, 2000
SDL, Inc.
80 Rose Orchard Way
San Jose, California 95134-1365
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by SDL,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission on August 2, 2000 (the "Registration Statement"), relating to the
registration under the Securities Act of 1933, as amended, of 4,474,300 shares
of the Company's Common Stock, $0.001 par value (the "Shares"). The Shares are
reserved for issuance pursuant to the Company's 1995 Stock Option Plan and 1995
Employee Stock Purchase Plan. As counsel to the Company, we have examined the
proceedings taken by the Company in connection with the registration of the
Shares.
It is our opinion that the Shares, when issued and sold in the manner
described in the Registration Statement and the related Prospectus, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
