(Letterhead of Leonard W. Burningham, Esq.)
August 18, 2004
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 200,000 shares of the
Company's $0.001 par value common stock (the "Securities") to those persons
who participate in the Company's 2004 Stock Option Plan ("Plan Participants"),
a copy of which is incorporated herein by reference (the "2004 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 2004 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 2004
Plan and all reports of the Company that have been filed with the Securities
and Exchange Commission during the past 12 months.
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. The Company's reports and, or registration statements that have
been filed with the Commission fir the past 12 months.
4. A copy of the 2004 Plan; and
5. The Unanimous Consent of the Board of Directors adopting the
2004 Plan, designating the name of the 2004 Plan and the name, address and
telephone number of the 2004 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 2004 Plan will have paid the consideration required under
the terms of the 2004 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 2004 Plan and have or will
provide them with the website of the Commission for viewing the materials
referred to in paragraphs 3 and 4 above, or will personally provide them with
copies of this documentation.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the 2004 Plan, the Securities to
be issued pursuant to the 2004 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 Corporations and Associations 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/bcb
cc: Wizzard Software Corporation