EXHIBIT 5.1

               [ON WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]

                               September 1, 2000

Nuance Communications, Inc.
1005 Hamilton Court
Menlo Park, California 94025

Re: Registration Statement on Form S-1 of Nuance Communications, Inc.,
  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 September 1, 2000, (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 1,650,000 shares of Common Stock of the Company and
1,800,000 shares of Common Stock of the selling stockholders (collectively,
the "Shares"). The Shares, which include up to 450,000 shares of Common Stock
issuable by the Company 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