EXHIBIT 5.1
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP APPEARS HERE]
July 23, 1996
ANSYS, Inc.
201 Johnson Road
Houston, PA 15342-1300
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
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This opinion is delivered in our capacity as counsel to ANSYS, Inc.
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to 2,460,000 shares of Common Stock, par value $.01 per share (the "Registered
Shares"). Of the Registered Shares, the Company is authorized to issue 210,000
shares pursuant to the ANSYS, Inc. Employee Stock Purchase Plan ("ESPP") and
2,250,000 shares pursuant to the ANSYS, Inc. 1996 Stock Option and Grant Plan
(the "1996 Plan," and together with the ESPP, the "Plans").
As counsel for the Company, we have examined a copy of each of the
Plans and the Company's Restated Certificate of Incorporation and Amended and
Restated By-laws, each as presently in effect, and such records, certificates
and other documents of the Company as we have deemed necessary or appropriate
for the purposes of this opinion.
Based on the foregoing, we are of the opinion that, when the
Registered Shares are sold and paid for pursuant to the terms of the respective
Plans, the Registered Shares will be duly authorized, legally issued, fully paid
and non-assessable by the Company under the General Corporation Law of the State
of Delaware.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
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