EX-5 7 dex5.txt OPINION OF COUNSEL EXHIBIT 5 August 1, 2001 Lionbridge Technologies, Inc. 950 Winter Street Waltham, MA 02451 Re: Registration Statement on Form S-8 Relating to the Data Dimensions, Inc. 1988 Incentive Stock Option Plan; Data Dimensions, Inc. 1997 Stock Option Plan; the ST Labs Stock Option Plan and the Non-Qualified Stock Option Agreement between Peter Allen and Data Dimensions, Inc. (collectively, the "Plans") Ladies and Gentlemen: I am General Counsel of Lionbridge Technologies, Inc., a Delaware corporation (the "Company"). I am of the opinion that the 546,671 shares of Common Stock, par value $0.01 per share, proposed to be issued by the Company pursuant to the Plans will be legally issued, fully paid and non-assessable after the issuance of such shares in accordance with the terms of the Plans. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Margaret A. Shukur Margaret A. Shukur General Counsel