EX-5 2 0002.txt OPINION OF BUCHANAN INGERSOLL PROFESSIONAL CORP. BUCHANAN INGERSOLL PROFESSIONAL CORPORATION (Incorporated in Pennsylvania) 650 College Road East Princeton, New Jersey 08540 August 10, 2000 Cognizant Technology Solutions Corporation 500 Glenpointe Centre West Teaneck, New Jersey 07666 Gentlemen: We have acted as counsel to Cognizant Technology Solutions Corporation, a Delaware corporation (the "Company"), in connection with the filing by the Company of a registration statement on Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as amended, relating to the registration of an additional 1,000,000 shares (the "Shares") of the Company's Class A Common Stock, $.01 par value, issuable under the Company's 1999 Incentive Compensation Plan (the "Incentive Plan"). In connection with the Registration Statement, we have examined such corporate records and documents, other documents, and such questions of law as we have deemed necessary or appropriate for purposes of this opinion. On the basis of such examination, it is our opinion that: 1. The issuance of the Shares in accordance with the terms of the Incentive Plan has been duly and validly authorized; and 2. The Shares, when issued, delivered and sold in accordance with the terms of the Incentive Plan and the stock options, or other instruments authorized by the Incentive Plan, granted or to be granted thereunder, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By:/s/ David J. Sorin ---------------------------------------- David J. Sorin, a member of the firm