S-8

As filed with the Securities and Exchange Commission on March 31, 2006.

Registration No. 333-                                        

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

SPECTRALINK CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	84-1141188
(State or other juris- diction of incorporation or organization)	(I.R.S. Employer Identification No.)

5755 Central Avenue
Boulder, Colorado 80301
(303) 440-5330
(Address, including zip code of Principal Executive Offices)

SPECTRALINK CORPORATION 2000 STOCK OPTION PLAN
SPECTRALINK CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full Titles of the Plans)

Mr. John H. Elms, President and CEO
SpectraLink Corporation
5755 Central Avenue
Boulder, Colorado 80301
(303) 440-5330
(Name, address and telephone number, including area code, of agent for service)

Copies to:
Mark A. Leahy, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
(Counsel to the Registrant)

CALCULATION OF REGISTRATION FEE

Title of each class		Proposed maximum			Proposed maximum		Amount of
of securities to be	Amount to be	offering price per			aggregate offering		registration
registered	registered	share			price		fee
Common Stock,.01 par value per share	1,972,205 shares(1)	$	12.53	(2)	$	24,711,729	$	2,645
TOTAL	1,972,205 shares				$	24,711,729	$	2,645

(1)

Represents 1,912,205 shares automatically reserved for issuance upon the exercise of stock options that may be granted under the Registrant’s 2000 Stock Option Plan and 60,000 shares automatically reserved for issuance upon the exercise of purchase rights that may be granted under the Registrant’s Employee Stock Purchase Plan. This Registration Statement shall also cover any additional shares of the Registrant’s Common Stock which become issuable under the Registrant’s 2000 Stock Option Plan and the Registrant’s Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.

(2)

Estimated solely for the purpose of calculating the Registration Fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act of 1933 and based upon the average of the high and low sales prices of the Registrant’s Common Stock reported on the Nasdaq National Market on March 24, 2006.

TABLE OF CONTENTS

PART I
PART II
	ITEM 5. Interests of Named Experts and Counsel
	ITEM 8. Exhibits
SIGNATURES
Exhibit Index
Restated Certificate of Incorporation
Opinion/Consent of Fenwick & West LLP
Consent of KPMG LLP

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 registers 1,912,205 additional shares of common stock automatically reserved for issuance under the Registrant’s 2000 Stock Option Plan and 60,000 shares automatically reserved for issuance under the Registrant’s Employee Stock Purchase Plan, in each case pursuant to the terms of such plans. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 as filed with the Securities and Exchange Commission on June 27, 1997 (Registration Statement No. 333-30225), July 9, 1998 (Registration Statement No. 333-58803), April 27, 2001 (Registration Statement No. 333-59666), May 28, 2002 (Registration No. 333-89210) and July 23, 2003 (Registration Statement No. 333-107287) and Registration Statement No. 333-4650.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required pursuant to General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 5. Interests of Named Experts and Counsel.

     Not applicable.

ITEM 8. Exhibits.

Exhibit No.	Description of Exhibit
4.1	Restated Certificate of Incorporation.*
4.2	Bylaws of the Registrant (Incorporated by reference from the Registrant’s Registration Statement on Form SB-2 (Registration Number 333-2696-D)).
4.3	Specimen Common Stock Certificate (Incorporated by reference from the Registrant’s Registration Statement on Form SB-2 (Registration Number 333-2696-D)).
4.4	SpectraLink Corporation 2000 Stock Option Plan, and related forms of Nonqualified Stock Option Letter Agreement, Incentive Stock Option Letter Agreement and Notice of Exercise (Incorporated by reference from the Registrant’s Form DEF14A filed with the Securities and Exchange Commission on March 30, 2000).
4.5	SpectraLink Corporation Employee Stock Purchase Plan, as amended (Incorporated by reference from the Registrant’s Form DEFA14A filed with the Securities and Exchange Commission on April 4, 2000).
5.1	Opinion of Fenwick & West LLP.*
23.1	Consent of KPMG LLP.*
23.2	Consent of Fenwick & West LLP (contained in the opinion filed as Exhibit 5.1).*
24.1	Power of Attorney (see page II-3).*

* Filed herewith.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado on March 31, 2006.

	SPECTRALINK CORPORATION
By:	/s/ John H. Elms
	John H. Elms, President and Chief Executive Officer

Power of Attorney

     The undersigned officers and directors of SpectraLink Corporation, a Delaware corporation, do hereby constitute and appoint John H. Elms and David I. Rosenthal, and either of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ John H. Elms	President, Chief Executive Officer and Director	March 31, 2006
John H. Elms	(Principal Executive Officer)
/s/ David I. Rosenthal	Chief Financial Officer (Principal Financial	March 31, 2006
David I. Rosenthal	Officer and Principal Accounting Officer)
/s/ Anthony V. Carollo, Jr.	Director	March 31, 2006
Anthony V. Carollo, Jr.
/s/ Carl D. Carman	Director	March 31, 2006
Carl D. Carman
/s/ Gerald J. Laber	Director	March 31, 2006
Gerald J. Laber
/s/ Werner P. Schmucking	Director	March 29, 2006
Werner P. Schmucking

II-3

Exhibit Index

Exhibit No.	Description of Exhibit
4.1	Restated Certificate of Incorporation.*
4.2	Bylaws of the Registrant (Incorporated by reference from the Registrant’s Registration Statement on Form SB-2 (Registration Number 333-2696-D)).
4.3	Specimen Common Stock Certificate (Incorporated by reference from the Registrant’s Registration Statement on Form SB-2 (Registration Number 333-2696-D)).
4.4	SpectraLink Corporation 2000 Stock Option Plan, and related forms of Nonqualified Stock Option Letter Agreement, Incentive Stock Option Letter Agreement and Notice of Exercise (Incorporated by reference from the Registrant’s Form DEF14A filed with the Securities and Exchange Commission on March 30, 2000).
4.5	SpectraLink Corporation Employee Stock Purchase Plan, as amended (Incorporated by reference from the Registrant’s Form DEFA14A filed with the Securities and Exchange Commission on April 4, 2000).
5.1	Opinion of Fenwick & West LLP.*
23.1	Consent of KPMG LLP.*
23.2	Consent of Fenwick & West LLP (contained in the opinion filed as Exhibit 5.1).*
24.1	Power of Attorney (see page II-3).*

* Filed herewith.

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EX-4.1

Exhibit 4.1

SPECTRALINK CORPORATION

RESTATED CERTIFICATE OF INCORPORATION

          We, the undersigned President and Secretary, respectively, of Spectralink Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), do hereby certify as follows:

     FIRST. The Board of Directors of the Corporation duly adopted resolutions adopting the Restated Certificate of Incorporation set forth below pursuant to Section 245 of the General Corporation Law of the State of Delaware, declaring advisable the integration into a single instrument all of the provisions of the Corporation’s Certificate of Incorporation now in effect and operative. The Corporation’s original Certificate of Incorporation was filed with the Delaware Secretary of State on June 15, 1995.

     SECOND. This Restated Certificate of Incorporation merely restates and integrates and does not further amend the provisions of the Corporation’s Certificate of Incorporation, as heretofore amended or supplement, and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.

     THIRD. The Corporation’s Certificate of Incorporation is restated in its entirety as follows:

          I. FIRST: The name of the corporation shall be Spectralink Corporation.

          II. SECOND: The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware

19801. The name of the corporation’s registered agent at such address is The Corporation Trust Company.

          III. THIRD: The objects or purposes for which the corporation is created and the nature of the business to be transacted, promoted or carried on by this Corporation, either within or outside the State of Delaware, and the powers with which it shall be vested are to engage in any activity or business not in conflict with the laws of the State of Delaware or of the United States of America, and to engage in the transaction of all lawful business for which corporations may be incorporated pursuant to the General Corporation Law of Delaware.

          In general, to do any or all of the things herein set forth or permitted under the laws of the State of Delaware to the same extent as natural persons might or could do in any part of the world, as principals, agents, contractors, fiduciaries or otherwise, within or without the State of Delaware, or the United States of America, either alone or in company with others, and to carry on any other business in connection therewith, and to do all things not forbidden, and with all the powers conferred upon corporations by the laws of the State of Delaware.

          It is the intention that each of the objects, purposes and powers specified in each of the paragraphs of this Article THIRD of this Restated Certificate of Incorporation shall, except whether otherwise specified, be nowise limited or restricted by reference to or inference
from the terms of any other paragraph or of any other Article in this Restated Certificate of Incorporation, but that the objects, purposes and powers specified in this Article THIRD shall be regarded as independent objects, purposes and powers of this Corporation; nor shall the expression of one thing be deemed to exclude another, although it be of similar or dissimilar nature. The enumeration of object or purposes herein shall not be deemed to exclude or in any

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way limit by inference any powers, objects or purposes which this corporation is empowered to exercise, whether expressly or by force of the laws of the State of Delaware, now or hereafter in effect, or impliedly by any reasonable construction of said laws.

          IV. FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is 55,000,000 shares, consisting of 50,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”), and 5,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Stock”). The Five Million (5,000,000) shares of Preferred Stock shall be undesignated Preferred Stock, which may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation or title as shall be fixed by the affirmative vote of a majority of the whole Board of Directors prior to the issuance of any shares thereof. Each such class or series of Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions, including the dividend rate, redemption price and liquidation preference, and may be convertible into, or exchangeable for, at the option of either the holder or the Corporation, or upon the happening of a specified event, shares of any other class or classes of capital stock, or any debt securities, of the Corporation at such price or prices or at such rate or rates of exchange and with such adjustments as shall be stated and expressed in this Restated Certificate of Incorporation or in any amendment hereto or in such resolution or resolutions providing for the issuance of such class or series of Preferred Stock as may be adopted from time to time by the affirmative vote of a majority of the whole Board of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly vested in

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it, all in accordance with the General Corporation Law of the state of Delaware. The authority of the Board of Directors with respect to each series shall also include, but not be limited to, the determination of restrictions, if any, on the issue or reissue of any additional shares of Preferred Stock.

          V. FIFTH: The stockholders of the corporation shall not have cumulative voting rights in the election of directors.

          VI. SIXTH:

     A. The business and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all the powers of the Corporation and do all such lawful acts and things that are not conferred upon or reserved to the stockholders by law, by this Restated Certificate of Incorporation or by the bylaws of the Corporation, as amended (the “Bylaws”).

     B. Election of directors of the Corporation need not be by written ballot, unless required by the Bylaws.

     C. The following provisions are inserted for the limitation and regulation of the powers of the Corporation and of its directors and stockholders:

          (1) The Bylaws, or any of them, may be altered, amended of repealed, or new bylaws may be made, but only to the extent any such alteration, amendment, repeal or new bylaw is not inconsistent with any provision of this Restated Certificate of Incorporation, either by a majority of the whole Board of Directors or by the stockholders of the Corporation upon the affirmative vote of the holders of at least 80% of the outstanding capital stock entitled to vote there on.

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          (2) Newly created directorships resulting from an increase in the number of directors and any other vacancy occurring on the Board of Directors, howsoever resulting, may be filled only by an affirmative vote of a majority of the directors then in office, even if less than a quorum of the Board of Directors, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office until the next annual meeting of stockholders and until a successor is duly elected and qualified, or until his or her earlier death, resignation or removal as provided herein. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent Director.

     Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation or the resolution or resolutions adopted by the Board of Directors pursuant to Article FOURTH hereof.

          (3) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in this Restated Certificate of Incorporation with respect to the right of holders of Preferred Stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nomination of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who

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is a stockholder of record on the date of the giving of the notice provided for in this Section C(3) of Article SIXTH and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section C(3) of Article SIXTH. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

          To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than 60 days nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting is mailed or such public disclosure of the date of the annual meeting is made, whichever first occurs, or (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting is mailed or public disclosure of the date of the special meeting is made, whichever first occurs.

          To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital

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stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of director pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice, (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, together with evidence reasonably satisfactory to the Secretary of such beneficial ownership, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated there under. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

     No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section C(3) of Article SIXTH. If the chairman of the meeting determines that a nomination was not made in accordance with

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the foregoing procedures, the chairman of the meeting shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

     (4) Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time by the stockholders of the Corporation, but only for cause and only by the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote generally in the election of directors, considered for purposes of this paragraph as one class.

     (5) Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of the stockholders at an annual or special meeting duly announced and called, as provided in the Bylaws, and may not be taken by a written consent of the stockholders pursuant to the General Corporation law of the State of Delaware; provided, however, that action may be taken by written consent of the stockholders pursuant to the General Corporation Law of the State of Delaware on matters initiated by the Board of Directors and on which the Board of Directors has specifically authorized action to be taken by written consent of the stockholders.

     (6) Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by a majority of the members of the Board of Directors or the President of the Corporation. Special meetings of the stockholders of the Corporation may not be called by any other person or persons.

     VII. SEVENTH: No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a

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director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

     VIII. EIGHTH: Whenever a compromise or arrangement is proposed between the corporation and its creditors or any class of them and/or between the corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the corporation under the provisions of section 291 of Title 8 of the Delaware General Corporation Law or on the application of trustees in dissolution or of any receiver or receivers appointed for the corporation under the provisions of section 279 of Title 8 of the Delaware General Corporation Law, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, to be summoned in such manner as the court directors. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the corporation as a consequence of such compromise or arrangement, the compromise or arrangement and the reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on

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all the stockholders or class of stockholders, of the corporation, as the case may be, and also on the corporation.

     IX. NINTH: Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend, repeal, or adopt any provision inconsistent with Section C of Article SIXTH or this Article NINTH of this Restated Certificate of Incorporation.

     Executed this 28th day of February, 1997.

SPECTRALINK CORPORATION
By:	/s/ Bruce M. Holland
	Bruce M. Holland, President

ATTEST:

/s/ William R. Mansfield

William R. Mansfield, Secretary

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EX-5.1

Exhibit 5.1

March 31, 2006

SpectraLink Corporation
5755 Central Avenue
Boulder, Colorado 80202

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by SpectraLink Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about March 31, 2006 under the Securities Act of 1933, as amended, in connection with the registration of an aggregate of 1,972,205 shares of the Company’s Common Stock (the “Stock”). The shares of Stock consist of (1) 1,912,205 additional shares reserved for issuance under the Company’s 2000 Stock Option Plan (the “Option Plan”) and (2) 60,000 additional shares reserved for issuance under the Company’s Employee Stock Purchase Plan (the “ESPP”). The Option Plan and the ESPP are sometimes collectively referred to herein as the “Plans”. In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1)	the Company’s Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on March 13, 1997 (the “Certificate of Incorporation”), which Certificate of Incorporation was certified to us by the Company’s Secretary (per the Management Certificate referred to below) as being current and complete as of March 31, 2006;
(2)	the Company’s Amended and Restated Bylaws, as adopted on February 15, 1996, which Bylaws were certified to us by the Company’s Secretary (per the Management Certificate) as being current and complete as of March 31, 2006;
(3)	the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference;
(4)	the Prospectus prepared in connection with the Registration Statement;
(5)	the minutes of a meeting of the Board of Directors of the Company (the “Board”) held on October 11, 1995 approving the adoption of the ESPP; resolutions of the Company’s stockholders adopted on March 19, 1996 approving adoption of the ESPP; the minutes of a meeting of the Board held on February 16, 2000 approving (i) adoption of the Option Plan, including an “evergreen” provision providing for automatic annual increases in the number of shares reserved for issuance under the Option Plan, and (b) an amendment of the ESPP to adopt an “evergreen” provision providing for automatic annual increases in the number of shares reserved for issuance under the ESPP (the “Amendment”); and resolutions of the Company’s stockholders adopted on May

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24, 2000, approving adoption of the Option Plan (including the associated “evergreen” provision in the Option Plan) and the Amendment;

(6)	the Plans;
(7)	the stock records that the Company has provided to us, consisting of reports from the Company’s transfer agent, verifying the number of the Company’s issued and outstanding shares of capital stock as of December 31, 2004, December 31, 2005 and March 27, 2006, and summary reports of outstanding options to purchase the Company’s capital stock and stock reserved for issuance upon the exercise of options to be granted in the future as of March 27, 2006 (collectively, the “Stock Records”); and
(8)	a Management Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Management Certificate”).

     In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

     As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

     We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

     Based upon the foregoing, it is our opinion that the 1,972,205 shares of Stock that may be issued and sold by the Company upon the exercise of stock options and purchase rights granted or to be granted under the Plans, when issued, sold and delivered in accordance with the applicable plan and purchase agreements to be entered into thereunder and in the manner and for

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the consideration stated in the Registration Statement and the relevant Prospectus, will be 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 all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,
FENWICK & WEST LLP
By:	/s/ Mark A. Leahy
	Mark A. Leahy, a Partner

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
SpectraLink Corporation:

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 2000 Stock Option Plan of SpectraLink Corporation of our reports dated March 15, 2006, with respect to the consolidated balance sheets of SpectraLink Corporation as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and the effectiveness of internal control over financial reporting as of December 31, 2005, which reports appear in the December 31, 2005 annual report on Form 10-K of SpectraLink Corporation.

/s/ KPMG LLP

Boulder, Colorado
March 30, 2006