(Letterhead of Leonard W. Burningham, Esq.)
November 18, 2002
Wizzard Software Corportaion
424 Gold Way
Pittsburgh, Pennsylvania 15213
Re: Opinion concerning the legality of the securities to
be issued pursuant to the Registration Statement on
Form S-8 to be filed by Wizzard Software Corporation, a
Colorado corporation
Board of Directors:
As counsel for Wizzard Software Corporation, a Colorado corporation
(the "Company"), and in connection with the issuance of 1,000,000 shares of
the Company's $0.001 par value common stock (the "Securities") to those
persons participating in the Company's Stock Option Plan ("Plan
Participants"), a copy of which is incorporated herein by reference (the
"Plan"), I have been asked to render an opinion as to the legality of these
Securities, which are to be covered by a Registration Statement to be filed by
the Company on Form S-8 of the Securities and Exchange Commission (the
"Commission"), and as to which this opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan; and none can be services that
promote or maintain a market for the Securities. My Memorandum in this
respect, a copy of which is Exhibit 5.2 to the Registration Statement, must be
delivered to each of the Plan Participants, along with copies of the Plan and
all reports of the Company that have been filed with the Securities and
Exchange Commission during the past 12 months.
You are also aware that I presently 92,353 shares of the
Company's common stock.
In connection with rendering my opinion, which is set forth below, I
have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the calendar year ended December 31,
2001, filed with the Commission on or about April 15, 2002; 10-KSB/A1 filed
with the Commission on or about July 3, 2002; 10-KSB/A2 filed with the
Commission on or about August 8, 2002; 10-KSB/A3 filed with the Commission on
or about September 10, 2002; and 10-KSB/A4 filed with the Commission on or
about September 19, 2002;
4. 10-QSB Quarterly Reports for the past twelve months or for
such shorter period for which the Company was required to file such reports;
5. A copy of the Plan; and
6. The Unanimous Consent of the Board of Directors adopting the
Plan, designating the name of the Plan and the name, address and telephone
number of the Plan's Agent.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising"
transactions or will be services that promote or maintain a market in the
Company's Securities.
I have also relied on your representations that you will provide the
individual Plan Participants with a copy of the Plan and have or will provide
them with the website of the Commission for viewing the reports referred to in
paragraphs 3 and 4 above, or will personally provide them with copies of these
reports.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable under the
Colorado Business Corporation Act.
This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be
required to include a revised or a new opinion concerning the legality of the
Securities to be issued.
Further, this opinion is limited to the corporate laws of the
State of Colorado and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Leonard W. Burningham
Leonard W. Burningham
LWB/sr
cc: Wizzard Software Corporation