EXHIBITS 5 AND 23(A)
May 8, 1996
Interleaf, Inc.
Prospect Place
9 Hillside Avenue
Waltham, MA 02154
Gentlemen:
I have assisted in the preparation of a Registration Statement on Form S-3
to be filed with the Securities and Exchange Commission (the "Registration
Statement"), relating to 450,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of Interleaf, Inc., a Massachusetts corporation (the
"Company"), issuable to David and Lisa Allman, and Lee Fields, pursuant to a
certain agreement with the Company ("Agreement").
I have examined (i) the Restated Articles of Organization and By-laws of the
Company and all amendments thereto, (ii) the Agreement, and (iii) such records
of meetings of the directors and stockholders of the Company, documents and
other instruments as in my judgement are necessary or appropriate to enable me
to render the opinion expressed below.
In my examination of the foregoing documents, I have assumed the genuineness
of all signatures and the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon the foregoing, I am of the opinion that the Shares have been duly
authorized for issuance and, when issued in accordance with the terms of the
Agreement against payment therefor, will be legally issued, fully paid and
nonassessable.
I hereby consent to the use of my name in the Registration Statement and
consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ JOHN K. HYVNAR
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John K. Hyvnar, Esq.
GENERAL COUNSEL