EXHIBIT 5.1

             OPINION OF WILSON SONSINI GOODRICH & ROSATI




               [ON WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]



                                March 13, 2000

Nuance Communications
1005 Hamilton Court
Menlo Park, California 94025


     Re: Registration Statement on Form S-1 of
         Nuance Communications, a Delaware corporation
         (the "Company")


Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on February 4, 2000, as amended on
March 13, 2000 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 5,175,000 shares
of Common Stock of the Company (the "Shares"). The Shares, which include up to
675,000 shares of Common Stock issuable pursuant to an over-allotment option
granted to the underwriters, are to be sold to the underwriters as described in
such Registration Statement for the sale to the public or issued to the
representatives of the underwriters. As your counsel in connection with this
transaction, we have examined the proceedings proposed to be taken in connection
with said sale and issuance of the Shares.


     It is our opinion that, upon approval by the pricing committee duly
authorized by the Company's Board of Directors, the Shares when issued and sold
in the manner referred to in the Registration Statement will be legally and
validly issued, fully paid and nonassessable.


     We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto.


                                   Very truly yours,



                                   WILSON SONSINI GOODRICH & ROSATI
                                   Professional Corporation



                                   /s/ Wilson Sonsini Goodrich & Rosati

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