[letterhead of Jenkens & Gilchrist]
May 4, 1999
VTEL Corporation
108 Wild Basin Road
Austin, Texas 78746
Re: VTEL Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
This firm has acted as counsel to VTEL Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about May 4, 1999, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
1,149,000 shares (the "Shares") of the Company's common stock, par value $0.01
per share (the "Common Stock") held by Vosaic Company, LLC.
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, this firm has
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Company's Certificate of Incorporation and the bylaws of the Company,
as amended; (2) minutes and records of the corporate proceedings of the Company
with respect to the issuance of the Shares and related matters; (3) the
Registration Statement and exhibits thereto; and (4) such other documents and
instruments as this firm has deemed necessary for the expression of these
opinions. In making the foregoing examinations, this firm has assumed the
genuineness of all signatures and the authenticity of all documents submitted to
this firm as originals, and the conformity to original documents of all
documents submitted to this firm as certified or photostatic copies. As to
various questions of fact material to this opinion letter, and as to the content
and form of the Certificate of Incorporation, the bylaws, minutes, records,
resolutions and other documents or writings of the Company, this firm has
relied, to the extent it deems reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon documents, records
and instruments furnished to this firm by the Company, without independent check
or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, this firm is of the opinion that
the Shares are duly authorized, validly issued, fully paid and nonassessable.
VTEL Corporation
May 4, 1999
Page 2
The opinions expressed in this Opinion Letter assume that the Shares
were duly authorized and validly issued by the Company.
This firm hereby consents to the filing of this opinion letter as an
exhibit to the Registration Statement and to references to our firm included in
or made a part of the Registration Statement. In giving this consent, this firm
does not admit that it comes within the category of person whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ L. Steven Leshin
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L. Steven Leshin, Esq.