Exhibit 8.1


                                 August 1, 2005

ScanSoft, Inc.
9 Centennial Drive
Peabody, MA 01960


Ladies and Gentlemen:

         We have acted as counsel to ScanSoft, Inc., a Delaware corporation
("ScanSoft"), in connection with the preparation and execution of the Agreement
and Plan of Merger, dated as of May 9, 2005 (the "Agreement"), by and among
ScanSoft, Nova Acquisition Corporation, a Delaware corporation and a direct
wholly owned subsidiary of ScanSoft ("Merger Sub"), Nova Acquisition LLC, a
Delaware limited liability company and a direct wholly owned subsidiary of
ScanSoft (the "LLC"), and Nuance Communications, Inc., a Delaware corporation
("Nuance"). Pursuant to the Agreement, Merger Sub will merge with and into
Nuance (the "First Step Merger"), with Nuance as the surviving corporation in
the First Step Merger (the "Interim Surviving Corporation"). As soon as
practicable after the First Step Merger, the Interim Surviving Corporation will
merge into the LLC (the "Second Step Merger," and together with the First Step
Merger, the "Integrated Merger"), with the LLC as the surviving corporation in
the Second Step Merger. The Integrated Merger and certain other matters
contemplated by the Agreement are described in the Registration Statement on
Form S-4 (the "Registration Statement") of ScanSoft, which includes the proxy
statement/prospectus relating to the Integrated Merger (the "Proxy
Statement/Prospectus"). This opinion is being rendered pursuant to the
requirements of Item 21(a) of Form S-4 under the Securities Act of 1933, as
amended. Unless otherwise indicated, any capitalized terms used herein and not
otherwise defined have the meaning ascribed to them in the Agreement or the
Registration Statement.

         In connection with this opinion, we have examined and are familiar with
the Agreement, the Registration Statement, and such other presently existing
documents, records and matters of law as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed, without any
independent investigation or examination thereof (i) that the Integrated Merger
will be consummated in accordance with the provisions of the Agreement and in
the manner contemplated by the Proxy Statement/Prospectus and will be effective
under applicable state law, and that the parties have complied with and, if
applicable, will continue to comply with, the covenants, conditions and other
provisions contained in the Agreement without any waiver, breach or amendment
thereof; (ii) the continuing truth and accuracy at all times through the Second
Step Merger Effective Time of the statements, representations and warranties
made by ScanSoft, Merger Sub, the LLC and Nuance in the Agreement or the Proxy
Statement/Prospectus; (iii) the continuing truth and accuracy at all times
through the Second Step Merger Effective Time of the certificates of
representations to be provided to us by ScanSoft, Merger Sub, the LLC and
Nuance; and (iv) that any such statements, representations or warranties made
"to the knowledge" or based on the belief or intention of ScanSoft, Merger Sub,
the LLC or Nuance or similarly qualified are true and accurate, and will
continue to be true and accurate at all times through the Second Step Merger
Effective Time, without such qualification.

         Based upon and subject to the foregoing, we hereby confirm our opinion
set forth in the discussion in the Proxy Statement/Prospectus under the heading
"Material U.S. Federal Income Tax Consequences of the Merger." There can be no
assurance that changes in the law will not take place that

ScanSoft, Inc.
August 1, 2005
Page 2


could affect the United States federal income tax consequences of the Integrated
Merger, or that contrary positions may not be taken by the Internal Revenue
Service. In the event any of the facts, statements, descriptions, covenants,
representations, warranties, or assumptions upon which we have relied is
incorrect, our opinion might be adversely affected and may not be relied upon.

         We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement. We also consent to the reference to our firm name
wherever appearing in the Registration Statement with respect to the discussion
of the material U.S. federal income tax consequences of the Integrated Merger,
including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                            Very truly yours,

                                            /s/ Wilson Sonsini Goodrich & Rosati

                                            WILSON SONSINI GOODRICH & ROSATI
                                            Professional Corporation