EX-5.1 3 p66913aexv5w1.txt EX-5.1 Exhibit 5.1 [Rogers & Theobald LLP Letterhead] August 9, 2002 Syntellect Inc. Suite 100 16610 North Black Canyon Highway Phoenix, Arizona 85053 Re: Syntellect Inc.; Form S-8 Registration Statement Gentlemen: We have acted as counsel for Syntellect Inc., a Delaware corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on the date hereof. The Registration Statement relates to an additional 300,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), to be issued in accordance with the Syntellect Inc. Long-Term Incentive Plan, as amended (the "Plan"), or upon the exercise of options (the "Options") or other stock-based awards (the "Awards") granted in accordance with the Plan. As such counsel, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinion hereinafter set forth (the "Opinion"). In all such examinations, we have assumed the genuineness of signatures on all original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. For purposes of the Opinion, we have assumed the following: (i) the Shares that may be issued in accordance with the Plan or upon exercise of the Options or Awards granted in accordance with the Plan will continue to be duly authorized on the dates of such issuance and (ii) on the date on which any Option or Award is exercised, such Option or Award will have been duly executed, issued and delivered by the Company and will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies. The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the laws of the State of Delaware, and no opinion is expressed with respect to the laws of any jurisdiction or any effect which such laws may have on the opinions expressed herein. The Opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that: a. The Shares are duly authorized; and b. When the Shares are issued in accordance with the Plan or upon exercise of the Options or Awards granted in accordance with the Plan, against payment therefor, as provided in the Plan, such Shares will be legally issued, fully paid and non-assessable. The Opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the Opinion. This letter is being rendered solely for the benefit of the Company in connection with the matters addressed herein. The Opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent. We consent to the filing of the Opinion as an Exhibit to the Registration Statement. Sincerely yours, /s/ Rogers & Theobald LLP Rogers & Theobald LLP