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[Fenwick & West LLP Letterhead]
EXHIBIT 5.01
July 28, 1999
Edify Corporation
2840 San Tomas Expressway
Santa Clara, CA 95051
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission (the "Commission") on or about July 28, 1999 in connection
with the registration under the Securities Act of 1933, as amended, of an
aggregate of 1,650,000 shares of your Common Stock (the "Stock"), of which (a)
850,000 shares are subject to issuance by you upon the exercise of stock options
granted or to be granted by you under your 1996 Equity Incentive Plan, as
amended through January 20, 1999 (the "Incentive Plan"), (b) 50,000 shares are
subject to issuance by you upon the exercise of stock options granted or to be
granted by you under your 1996 Directors Stock Option Plan, as amended through
January 20, 1999 (the "Directors Plan") and (c) 750,000 shares are subject to
issuance by you upon the exercise of purchase rights granted or to be granted
under your 1996 Employee Stock Purchase Plan, as amended through January 20,
1999 (the "Purchase Plan"). The plans referred to in clauses (a) through (c)
above are collectively referred to in this letter as the "Plans." In rendering
this opinion, we have examined the following:
(1) oral confirmation of the effectiveness of your registration
statement on Form 8-A, File No. 0-28480;
(2) the Registration Statement, together with the Exhibits filed
as a part thereof, including, without limitation, copies of
the Plans and related documents;
(3) the Prospectuses prepared in connection with the Registration
Statement;
(4) the minutes of meetings of your stockholders and Board of
Directors and those of your predecessor, Edify Corporation, a
California corporation, that you have provided to us relating
to the Plans and the Registration Statement;
(5) the stock records that you have provided to us (consisting of
oral confirmation of the number of shares of your Common Stock
that are issued and outstanding provided by your transfer
agent, BankBoston, NA, Boston EquiServe, L.P. and a list of
option holders respecting your capital stock that was prepared
by ShareData Shareholder Services and dated July 26, 1999);
and
(6) a Management Certificate addressed to us and dated of even
date herewith executed by the Company containing certain
factual and other representations.
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Edify Corporation
July 28, 1999
Page 2
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals of all documents submitted to us
as copies, the legal capacity of all natural persons executing the same, the
lack of any undisclosed terminations, modifications, waivers or amendments to
any documents reviewed by us and the due authorization, execution and delivery
of all documents where due authorization, execution and delivery are
prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information included in the documents
referred to above. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; however, we are not aware of any
facts that would cause us to believe that the opinion expressed herein is not
accurate.
We are admitted to practice law in the State of California, and we
express no opinion herein with respect to the application or effect of the laws
of any jurisdiction other than the existing laws of the United State of America
and the State of California and (without reference to case law or secondary
sources) the existing Delaware General Corporation Law.
Based upon the foregoing, it is our opinion that (a) the 850,000 shares
of Stock that may be issued and sold by you upon the exercise of stock options
granted or to be granted under the Incentive Plan, (b) the 50,000 shares of
Stock that may be issued and sold by you upon the exercise of stock options
granted or to be granted under the Directors Plan and (c) the 750,000 shares of
Stock that may be issued and sold by you upon the exercise of purchase rights
granted or to be granted under the Purchase Plan, when issued and sold in
accordance with the applicable Plan and stock option or purchase agreements to
be entered into thereunder, and in the manner referred to in the relevant
Prospectus associated with the Registration Statement, will be 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, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for
your use as an exhibit to the Registration Statement for the purpose of the
above sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP