Exhibit 5

September 20, 1999



Active Voice Corporation
Suite 500
2901 Third Avenue
Seattle, Washington  98121

RE:  FORM S-8 REGISTRATION STATEMENT

Ladies and Gentlemen:

We have acted as counsel to Active Voice Corporation (the "Company") in
connection with the preparation of its Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), which the Company will file with the Securities and Exchange
Commission, with respect to an aggregate of 200,000 shares of Common Stock of
the Company (the "Shares") issuable under the Company's 1996 Employee Stock
Purchase Plan, as amended (the "Plan").

We have examined the Registration Statement and such other documents and
records as we have deemed relevant and necessary for the purpose of this
opinion.

Based upon and subject to the foregoing, we are of the opinion that the
Shares issuable under the Plan will, upon due execution by the Company and
the registration by its registrar of the certificates for the Shares and
issuance thereof by the Company and receipt by the Company of the
consideration therefor in accordance with the terms of the Plan, be validly
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Act.

Very truly yours,

/s/ Frank C. Woodruff
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Frank C. Woodruff
     of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.