(Letterhead of Branden T. Burningham, Esq.)




  May 26, 2006


  Wizzard Software Corportaion
  5001 Baum Boulevard, Suite 770
  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
  125,000 shares of the Company's $0.001 par value common stock (the
  "Securities") to the person who participates in the Company's 2006 Stock
  Option Plan (the "Plan Participant"), a copy of which is incorporated
  herein by reference (the "2006 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 2006 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 the Plan Participant, along
  with copies of the 2006 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 for the past 12 months.

   4.   A copy of the 2006 Plan; and

  5.   The Unanimous Consent of the Board of Directors adopting the
  2006 Plan, designating the name of the 2006 Plan and the name, address
  and telephone number of the 2006 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 recipient of these Securities under the 2006 Plan will
  have paid the consideration required under the terms of the 2006 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 Participant with a copy of the 2006 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 2006 Plan, the
  Securities to be issued pursuant to the 2006 Plan will, upon their
  issuance and delivery to the recipient thereof, after receipt of full
  payment therefore, 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/ Branden T. Burningham

             Branden T. Burningham


  cc:  Wizzard Software Corporation