8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
December 31, 2009

NUANCE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27038	94-3156479
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

1 Wayside Road
Burlington, Massachusetts 01803

(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (781) 565-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. Other Events.

Nuance Communications, Inc. (the “Company”) is filing this Current Report on Form 8-K to provide the legal opinion of Garrison R. Smith, Esq., the Company’s Associate General Counsel, Corporate & Securities, relating to the Company’s prospectus supplement dated December 31, 2009, filed with the Securities and Exchange Commission on December 31, 2009.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

5.1	Opinion of Garrison R. Smith, Esq., Associate General Counsel, Corporate & Securities, of the Company.
23.1	Consent of Garrison R. Smith, Esq., Associate General Counsel, Corporate & Securities, of the Company (included in Exhibit 5.1).

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUANCE COMMUNICATIONS, INC.
Date: December 31, 2009	By:	/s/ Thomas Beaudoin
		Thomas Beaudoin
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Garrison R. Smith, Esq., Associate General Counsel, Corporate & Securities, of the Company.
23.1	Consent of Garrison R. Smith, Esq., Associate General Counsel, Corporate & Securities, of the Company (included in Exhibit 5.1).

EX-5.1

Exhibit 5.1

December 31, 2009

Nuance Communications, Inc.
1 Wayside Road
Burlington, MA 01803

Ladies and Gentleman:

     In accordance with Item 601(b)(5) of Regulation S-K, I am furnishing this opinion to you in my capacity as Associate General Counsel, Corporate & Securities to Nuance Communications, Inc. (the “Company”) in connection with the filing of a supplement to the prospectus dated December 31, 2009 (the “Prospectus Supplement”), that forms a part of the Company’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on November 29, 2007 (the “Registration Statement”), to be filed by the Company with the SEC under the Securities Act of 1933, as amended, and relating to the resale of up to 2,299,311 shares (the “Registered Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”), by the selling stockholders named therein.

     In connection with the opinion expressed below, I have been furnished with and have examined originals, or copies certified or otherwise identified to my satisfaction, of the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated By-Laws, each as presently in effect, the Registration Statement, the Prospectus Supplement and such other records, certificates and documents of the Company as I have deemed necessary or appropriate for the purpose of this opinion.

     I am an attorney admitted to practice in the Commonwealth of Massachusetts. I express no opinion concerning the laws of any jurisdictions other than the laws of the United States of America and the Commonwealth of Massachusetts and the Delaware General Corporation Law (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law and the Delaware Constitution).

     Based upon the foregoing, I am of the opinion that the Registered Shares are validly issued, fully paid and non-assessable shares of Common Stock.

     This opinion shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 53 Business Lawyer 831 (May 1998).

     The opinions expressed herein are being furnished to you solely for your benefit in connection with the Registration Statement, and may not be used or relied upon by you for any other purpose. This opinion is given as of the date first set forth above, and I assume no obligation to update this opinion after the date hereof. I hereby consent to the filing of this opinion as an exhibit to a current report on Form 8-K, to the incorporation by reference of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading “Legal Matters” in the Prospectus Supplement.

Very truly yours,
 

/s/ Garrison R. Smith  

Garrison R. Smith 

Associate General Counsel, Corporate
& Securities