EX-5 6 b38793pcex5.txt OPINION AND CONSENT OF ROPES & GRAY 1 EXHIBIT 5 [ROPES & GRAY LETTERHEAD] April 9, 2001 PictureTel Corporation 100 Minutemen Road Andover, MA 01810 Ladies and Gentlemen: This opinion is being furnished to you in connection with a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, for the registration of 715,000 shares of Common Stock, $0.01 par value per share (the "Shares"), of PictureTel Corporation, a Delaware corporation (the "Company"). We have acted as counsel to the Company and are familiar with the actions taken by the Company in connection with the Company's Robert Byrnes Non-Statutory Stock Option Agreement, Lewis Jaffe Non-Statutory Stock Option Agreement, Curtis Stewart Non-Statutory Stock Option Agreement and Dalton Edgecomb Non-Statutory Stock Option Agreement (collectively, the "Plans"). For purposes of this opinion we have examined the Plans and such other documents as we deemed appropriate. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and when the Shares have been issued and sold and consideration received therefor by the Company in accordance with the terms of the Plans and the votes of the Board of Directors of the Company, they will be validly issued, fully paid and nonassessable. We hereby consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Ropes & Gray Ropes & Gray II-41