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Exhibit 5.1
August 17, 2000
TranSwitch Corporation
Three Enterprise Drive
Shelton, CT 06484
Re: Registration Statement on Form S-8 Relating to the 1995 Stock Plan of
Alacrity Communications, Inc. (the "Plan") of TranSwitch Corporation
(the "Company")
Gentlemen:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by the Company on or about August __, 2000
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the registration of 5,756 shares of Common Stock, $.001 par
value per share, of the Company issuable pursuant to the Plan (the "Shares").
We have examined, are familiar with, and have relied as to factual matters
solely upon, copies of the Plan, the Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company, the minute books
and stock records of the Company and originals or copies of such other
documents, certificates and proceedings as we have deemed necessary for the
purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plans, the terms of any option or purchase right grant thereunder duly
authorized by the Company's Board of Directors or Compensation Committee and any
related agreements with the Company, if any, will be validly issued, full paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
