EX-5.1 2 a2035093zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 CHOATE, HALL & STEWART A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS EXCHANGE PLACE 53 STATE STREET BOSTON, MASSACHUSETTS 02109 TELEPHONE (617) 248-5000 FACSIMILE (617) 248-4000 TELEX 49615860 January 16, 2001 Pegasystems Inc. 101 Main Street Cambridge, MA 02142 Gentlemen: This opinion is delivered to you in connection with the registration statement on Form S-8 (the "Registration Statement") to be filed on January 16, 2001 by Pegasystems Inc. (the "Company") under the Securities Act of 1933, as amended, for registration under said Act of 2,000,000 shares (the "Additional Shares") of common stock, $.01 par value (the "Common Stock"), of the Company. We are familiar with the Company's Restated Articles of Organization, its Restated By-Laws, and its corporate minute book, as well as the Registration Statement. We have also examined such other documents, records and certificates and made such further investigation as we have deemed necessary for the purposes of this opinion. Based upon and subject to the foregoing, we are of the opinion that the Additional Shares to be sold by the Company under its Amended and Restated 1994 Long-Term Incentive Plan, as in effect on the date hereof, when issued against receipt of the agreed purchase price therefor, will be legally issued, fully paid and nonassessable. We understand that this opinion is to be used in connection with the Registration Statement and consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to this Firm included therein. Very truly yours, /s/ CHOATE, HALL & STEWART CHOATE, HALL & STEWART