Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable upon the exercise of options granted under the ScanSoft, Inc. 2000 Stock Plan, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporation

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with The Seller has entered into a Repurchase Agreement pursuant to which the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value Purchaser may from time to time purchase Eligible Assets (the "Common StockPurchased Assets") secured by, among other things, the payments made by mortgagors on account of ScanSoftPurchased Assets sold to Purchaser under the Repurchase Agreement. As a requirement of such transactions, Inc.all such payments are required to be forwarded to the Collection Account identified below within two (2) Business Days of receipt. The Seller has established a collection account, a Delaware corporation Account No. 2000014831425, for the account of the Purchaser, with the Bank, ABA # 053110303 (the "CompanyCollection Account")) that the Bank maintains in the xxxx xx, issuable upon and in trust for, the exercise of options Purchaser. The Seller has granted to the Purchaser a security interest in the Collection Account and all payments deposited in the Collection Account with respect to the Purchased Assets sold to the Purchaser under the ScanSoft, Inc. 2000 Stock PlanRepurchase Agreement. In the event the Bank receives notice from the Purchaser that a Termination Event has occurred and is continuing under the Repurchase Agreement (a "Notice of Event of Default") from the Purchaser, the ScanSoftBank shall in no event (a) transfer funds from the Collection Account to the Seller or any other Person other than pursuant to the Purchaser's direction, Inc. 2000 Nonstatutory Stock Plan(b) act on the instruction of the Seller or any Person other than the Purchaser or (c) cause or permit withdrawals from the Collection Account in any manner not approved by the Purchaser in writing. The Bank hereby waives any right that the Bank may now or hereafter have to a security interest, and bank's or other possessory Liens, rights to offset or other claims against the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together funds in the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressedCollection Account. In such examinationaddition, we have assumed the following: Bank acknowledges that (a) the authenticity Seller has granted to the Purchaser a security interest in all of original documents the Seller's right, title and interest in and to any funds from time to time on deposit in the genuineness of all signatures; Collection Account with respect to the Purchased Items sold to the Purchaser under the Repurchase Agreement, (b) that such funds are received by the conformity Bank in trust for the benefit of the Purchaser and, except as provided below, are for application against the Seller's obligations to the originals of all documents submitted to us as copies; Purchaser, and (c) that the truth, accuracy and completeness Bank shall comply with the Purchaser's instructions regarding the disposition of the information, representations and warranties contained funds in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued Collection Account in accordance with the provisions Purchaser's instructions, without the consent of the PlansSeller until the Bank receives notice from the Purchaser that it has released its Lien on the Collection Account and all funds deposited therein. Funds in the Collection Account may be invested by the Bank at the direction of the Purchaser in Permitted Investments. Until the Purchaser's Lien is terminated and released, will the Seller shall have no rights in, no rights of withdrawal from and no rights to give notices or instructions regarding the disposition of funds in, the Collection Account (regardless of whether a Termination Event has occurred). This Account Agreement shall be legally issued, fully paid governed by and nonassessable. We hereby consent construed in accordance with the laws of the State of New York (without regard to the filing conflicts of laws provisions thereof). All bank statements in respect to the Collection Account shall be sent to the Purchaser at: Wachovia Bank, National Association One Wachovia Center, Mail Code: NC0166 301 South College Street Charlotte, North Carolina 00000 Xxxxxxxxx: Xxxxxxxx Xxxxxxx Xxxil: Marianne.Hickman@wachoxxx.xxx xxxx xopies to the Seller at: Arbor Realty Funding LLC c/o Arbor Commercial Mortgage LLC 333 Earle Ovington Boulevard Uniondale, New York 00000 Xxxxxxxxx: Guy Milone, Esq. Email: guy.milone@thearbornet.xxx Kindly acknowledge your agreemexx xxxx xxx xxxxx xx xxxx agreement by signing the enclosed copy of this opinion as an exhibit to this Registration Statement on Form S-8 letter and returning it to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwiseundersigned. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationWACHOVIA BANK, NATIONAL ASSOCIATION By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- Agreed and acknowledged: ARBOR REALTY FUNDING LLC, as the Seller By: ------------------------------- Name: ----------------------------- Title: ---------------------------- Exhibit V, Page 4 Agreed and acknowledged: WACHOVIA BANK, NATIONAL ASSOCIATION By: ----------------------------- Name: --------------------------- Title: -------------------------- FORM OF PERFECTION CERTIFICATE OF ARBOR REALTY FUNDING LLC (THE "SELLER")

Ladies and Gentlemen. At your requestSubject to the terms and conditions of the Exchange Offer, we are rendering this opinion in connection with the proposed issuance of an aggregate of 5,500,000 undersigned hereby tenders to the Company the shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable Preferred Stock indicated above. Subject to and effective upon the exercise acceptance for exchange of options granted under the ScanSoft, Inc. 2000 shares of Preferred Stock Plantendered in accordance with this Letter of Transmittal, the ScanSoftundersigned sells, Inc. 2000 Nonstatutory assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Preferred Stock Plantendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Preferred Stock with full power of substitution to (i) deliver certificates for such Preferred Stock to the Company, or transfer ownership of such Preferred Stock on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the ScanSoftorder of, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copiesCompany; and (cii) present such Preferred Stock for transfer on the truth, accuracy and completeness books of the informationCompany and receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Stock, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued all in accordance with the provisions terms of the PlansExchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Preferred Stock tendered hereby and that the Company will be legally issuedacquire good and unencumbered title thereto, fully paid free and nonassessableclear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. We hereby consent THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY EXCHANGE PREFERRED STOCK ACQUIRED IN EXCHANGE FOR PREFERRED STOCK TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH EXCHANGE PREFERRED STOCK, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH EXCHANGE PREFERRED STOCK AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Preferred Stock. If the undersigned is a broker-dealer that will receive Exchange Preferred Stock, it represents that, except to the filing extent indicated at the bottom of this opinion the preceding page, the Preferred Stock to be exchanged for Exchange Preferred Stock was acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, and it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Preferred Stock; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "expertsunderwriter" within the meaning of such term as used in the Securities Act Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE PREFERRED STOCK RECEIVED IN EXCHANGE FOR PREFERRED STOCK THAT WAS ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of 1933the Preferred Stock tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Preferred Stock when, as amendedand if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Preferred Stock is not accepted for exchange pursuant to the Exchange Offer for any reason, or the rules and regulations of the Securities and Exchange Commission issued thereunder, certificates for any such unaccepted Preferred Stock will be returned (except as noted below with respect to any part tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the Registration Statementundersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, including this opinion personal representatives, successors and assigns. The undersigned understands that tenders of Preferred Stock pursuant to the procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and return any Preferred Stock not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Preferred Stock tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and any certificates for Preferred Stock not tendered or not exchanged (and accompanying documents, as an exhibit or otherwiseappropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationIn the event that both "Special Payment Instructions" and

Ladies and Gentlemen. At your request[SERVICER] (the “Servicer”) is servicing certain mortgage assets sold by Seller to Buyer pursuant to the Master Repurchase Agreement (the “Purchased Assets”) pursuant to a servicing agreement dated as of December [ ], we are rendering this opinion 2013 between Servicer and Seller (the “Servicing Agreement”). Servicer is hereby notified that, pursuant to the Master Repurchase Agreement, Seller has sold the Purchased Assets to Buyer on a servicing-released basis, and has granted a security interest to Buyer in the Purchased Assets. In accordance with Seller’s requirements under the Master Repurchase Agreement, Seller hereby notifies and instructs Servicer, and Servicer hereby agrees that Servicer shall (a) segregate all amounts collected on account of the Purchased Assets, (b) hold the Purchased Assets in trust for Buyer, (c) in accordance with the terms of the Servicing Agreement, remit all such income to the Depository Account at [PNC Bank, National Association], ABA # 000000000, Account # [ ]. Upon receipt of a notice of Event of Default under the Master Repurchase Agreement from Buyer, Servicer shall only follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Notwithstanding any contrary information or direction that may be delivered to Servicer by Sellers, Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by Buyer, and Sellers shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the proposed issuance delivery of an aggregate such information or notice of 5,500,000 shares Event of common stockDefault, $0.001 par value absent a Seller’s willful misconduct, gross negligence or fraud. Servicer hereby agrees that, notwithstanding any provision to the contrary in the Servicing Agreement or in any other agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing the "Common Stock"Purchased Assets for the joint benefit of Seller and Buyer, (ii) of ScanSoftBuyer is expressly intended to be a third-party beneficiary under the Servicing Agreement, Inc.(iii) Buyer has all rights with respect to the Purchased Asset and the servicing thereof, a Delaware corporation and (iv) Buyer may terminate the "Company"), issuable Servicing Agreement and any other such agreement immediately upon the exercise delivery of options granted under written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate the ScanSoft, Inc. 2000 Stock Plan, Servicing Agreement and any other such agreement and to effectuate the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, transfer of servicing to the designee of Buyer in accordance with this Servicer Notice. [Servicer hereby further acknowledges and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 agrees that (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (ai) the authenticity of original documents and the genuineness of all signatures; (b) the conformity Servicing Agreement, together with Seller’s rights thereunder, has been assigned to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company Buyer pursuant to the Plans are validly authorized shares Master Repurchase Agreement, and Servicer consents to such assignment, (ii) Buyer shall have no obligations, nor liability to Servicer, under the Servicing Agreement (including, without limitation, any indemnification of Common Stock andServicer provided for in the Servicing Agreement), when issued in accordance with (iii) Buyer shall have the provisions of the Plans, will be legally issued, fully paid and nonassessable. We hereby right to consent to the filing of this opinion as an exhibit any proposed actions to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, be taken with respect to the Purchased Assets, and (iv) Servicer shall not modify, amend or terminate the Servicing Agreement without the prior written consent of Buyer.] No provision of this letter or any part Servicing Agreement may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement to the Registration Statementterms of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: JPMorgan Chase Bank, including this opinion as an exhibit or otherwiseNational Association, 0 Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Ms. Xxxxx S Alto, Fax: (000) 000-0000. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationJPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: Name: Title: ACKNOWLEDGED AND AGREED TO: [ ] By: Name: Title: [SERVICER] By: Name: Title: EXHIBIT XIV FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, National Association 0 Xxx Xxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xx. Xxxxx X. Alto Re: Master Repurchase Agreement, dated as of December 20, 2013 by and between JPMorgan Chase Bank, National Association (“Buyer”) and Parlex 4 UK Xxxxx, LLC and Parlex 4 Finance, LLC (“Sellers”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”); (capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement).

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc.Central Power and Light Company, a Delaware Texas corporation (the "Company"), issuable upon proposes, subject to the exercise of options granted under terms and conditions stated herein and in the ScanSoftUnderwriting Agreement, Inc. 2000 Stock Plandated __________, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 1997 (together the "PlansUnderwriting Agreement"), between the Company on the one hand and Xxxxxxx, Sachs & Co. [and (names of Co-Representatives named therein)] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis Each of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the PlansUnderwriting Agreement is incorporated herein by reference in its entirety, will and shall be legally issued, fully paid and nonassessable. We hereby consent deemed to be a part of this Agreement to the filing same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this opinion as an exhibit to this Registration Statement on Form S-8 Pricing Agreement, except that each representation and warranty which refers to the use Prospectus in Section 2 of our name wherever it appears the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in said Registration Statementrelation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. In giving such consent, we do not consider that we are "experts" within Each reference to the meaning of such term as used Representatives herein and in the Securities Act of 1933, as amended, or the rules and regulations provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and Exchange Commission issued thereunder, with respect the address of the Representatives referred to any part of in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us______ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this opinion letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, but without warranty on the part of the Representatives as an exhibit or otherwiseto the authority of the signers thereof. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx Central Power and Light Company By: ........................................... ------------------------- Name: Title: Accepted as of the date hereof: Xxxxxxx, Xxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx Co. [Name(s) of Co-Representative(s)] By: _____________________________ (Xxxxxxx, Sachs & Xosaxx Professional CorporationCo.) On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased Xxxxxxx, Xxxxx & Co. $ [Name(s) of Co-Representative(s)] [Names of other Underwriters] Total $ SCHEDULE II

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc.Vornado Realty Trust, a Delaware corporation Maryland real estate investment trust (the "Company"), issuable upon proposes, subject to the exercise of options granted under terms and conditions stated herein and in the ScanSoftUnderwriting Agreement, Inc. 2000 Stock Plandated .......... , the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 1997 (together the "PlansUnderwriting Agreement"). We have examined instruments, documentsbetween the Company on the one hand and Goldxxx, Xxchs & Co. on the other hand, to issue and records which we deemed relevant and necessary for sell to the basis of our opinion hereinafter expressed. In such examination, we have assumed Underwriters named in Schedule I hereto (the following: (a"Underwriters") the authenticity Shares specified in Schedule II hereto (the "Designated Shares" [consisting of original documents Firm Shares and any Optional Shares the genuineness Underwriters may elect to purchase]). Each of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the PlansUnderwriting Agreement is incorporated herein by reference in its entirety, will and shall be legally issued, fully paid and nonassessable. We hereby consent deemed to be a part of this Agreement to the filing same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this opinion as an exhibit to this Registration Statement on Form S-8 Pricing Agreement, except that each representation and warranty which refers to the use Prospectus in Section 2 of our name wherever it appears the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in said Registration Statementrelation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Shares which are the subject of this Pricing Agreement. In giving such consent, we do not consider that we are "experts" within Each reference to the meaning of such term as used Representatives herein and in the Securities Act of 1933, as amended, or the rules and regulations provisions of the Securities Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and Exchange Commission issued thereunder, with respect on behalf of each of the Underwriters of the Designated Shares pursuant to any part Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, including or a supplement to the Prospectus, as the case may be, relating to the Designated Shares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at 24 the purchase price to the Underwriters set forth in Schedule II hereto, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto [and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised]. [The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this opinion Pricing Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as an exhibit determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or otherwise. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporationlater than ten business days after the date of such notice.]

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with In consideration of the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value Revolving Credit Agreement (the "Common StockAgreement") dated as of ScanSoftDecember 9, 1999 between Xxxxxx Xxxxxxx Capital Services Inc., a Delaware corporation (hereinafter "MSCS") and State Street Bank and Trust Company, as Subordination Agent, as agent and trustee for the Northwest Airlines Pass Through Trust 1999-3C ("CompanyCounterparty"), issuable upon Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co., a Delaware corporation (hereinafter "MSDW"), hereby irrevocably and unconditionally guarantees to Counterparty, with effect from the exercise date of options granted the Agreement, the due and punctual payment of all amounts payable by MSCS under the ScanSoftAgreement when the same shall become due and payable, Inc. 2000 Stock Planwhether on scheduled payment dates, the ScanSoftupon demand, Inc. 2000 Nonstatutory Stock Planupon declaration of termination or otherwise, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions terms of the PlansAgreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MSDW at its address set forth in the signature block of this Guarantee (or to such other address as MSDW may specify in writing), MSDW agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MSDW's obligations under this Guarantee. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be legally issueddischarged except by complete payment of the amounts payable under the Agreement, fully paid and nonassessable. We hereby consent irrespective of any claim as to the filing Agreement's validity, regularity or enforceability or the lack of this opinion as an exhibit authority of MSCS to this Registration Statement on Form S-8 and execute or deliver the Agreement; or any change in or amendment to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, Agreement; or the rules and regulations of the Securities and Exchange Commission issued thereunder, any waiver or consent by Counterparty with respect to any part provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the Registration Statementdate hereof, including this opinion as an exhibit or otherwise. Very truly yourswhich representations will be deemed to be repeated by MSDW on each date on which a Transaction is entered into, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporationthat:

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoftMeridian Industrial Trust, Inc., a Delaware Maryland corporation (the "Company"), issuable upon proposes, subject to the exercise terms and conditions stated herein and in the Underwriting Agreement, dated ____________, 19__ (the "Underwriting Agreement"), between the Company on the one hand and Xxxxxxx, Sachs & Co., Prudential Securities Incorporated, X.X. Xxxxxxx & Sons, Inc., Xxxx Xxxxx Xxxx Xxxxxx Incorporated and PaineWebber Incorporated on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Shares specified in Schedule II hereto (the "Designated Shares" consisting of options granted under Firm Shares and any Optional Shares the ScanSoft, Inc. 2000 Stock Plan, Underwriters may elect to purchase). Each of the ScanSoft, Inc. 2000 Nonstatutory Stock Planprovisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the ScanSoftsame extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, Inc. Stand-Alone Stock Option except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement No. 1 shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (together the "Plans"as therein defined). We have examined instruments, documents, and records also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Shares which we are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed relevant to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and necessary for on behalf of each of the basis Underwriters of our opinion hereinafter expressedthe Designated Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. In such examinationAn amendment to the Registration Statement, we have assumed or a supplement to the following: Prospectus, as the case may be, relating to the Designated Shares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, (a) the authenticity Company agrees to issue and sell to each of original documents the Underwriters, and each of the genuineness Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the number of all signatures; Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and, (b) in the conformity event and to the originals of all documents submitted extent that the Underwriters shall exercise the election to us purchase Optional Shares, as copies; provided below, the Company agrees to issue and (c) the truth, accuracy and completeness sell to each of the informationUnderwriters, representations and warranties contained each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are paragraph above for the sole purpose of covering over-allotments in the sale of the opinion that Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the 5,500,000 shares Representatives to the Company given within a period of Common Stock 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Shares to be issued purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company pursuant to otherwise agree in writing, no earlier than two or later than ten business days after the Plans are validly authorized shares date of Common Stock and, when issued such notice. If the foregoing is in accordance with your understanding, please sign and return to us [one for the Company and one for each of the Representatives plus one for each counsel] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the PlansUnderwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be legally issued, fully paid and nonassessable. We hereby consent pursuant to the filing authority set forth in a form of this opinion as an exhibit to this Registration Statement on Form S-8 and Agreement among Underwriters, the form of which shall be submitted to the use of our name wherever it appears in said Registration Statement. In giving such consentCompany for examination, we do not consider that we are "experts" within upon request, but without warranty on the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion Representatives as an exhibit or otherwiseto the authority of the signers thereof. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx Meridian Industrial Trust, Inc. By: ------------------------------------- Name: Title: Accepted as of the date hereof: Xxxxxxx, Sachs & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx Co. [CO-REPRESENTATIVES] By: ---------------------------- Xxxxxxx, Xxxxx & Xosaxx Professional CorporationCo. SCHEDULE I MAXIMUM NUMBER NUMBER OF FIRM OF OPTIONAL SHARES SHARES TO BE WHICH MAY BE UNDERWRITER PURCHASED PURCHASED ----------- --------- --------- Xxxxxxx, Sachs & Co. ............................... [CO-REPRESENTATIVES AND OTHER UNDERWRITERS] ........

Ladies and Gentlemen. At your request, we are rendering this opinion The Borrower hereby refers to the Credit Agreement and requests that the Lender consent to an increase in connection with the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value Commitments (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"“Commitment Amount Increase”), issuable upon in accordance with Section 1.8 of the exercise Credit Agreement, to be effected by an increase in the Commitment of options granted under the ScanSoft, Inc. 2000 Stock PlanLender. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. The Commitment Amount Increase shall be in the amount of $___________. After giving effect to such Commitment Amount Increase, the ScanSoftCommitment of the Lender shall be $_____________. THIS COMMITMENT AMOUNT INCREASE REQUEST SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, Inc. 2000 Nonstatutory Stock PlanWITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. The Commitment Amount Increase shall be effective when the executed consent of the Lender is received or otherwise in accordance with Section 1.8 of the Credit Agreement, and but not in any case prior to ___________________, ____. It shall be a condition to the ScanSoft, Inc. Stand-Alone Stock Option effectiveness of the Commitment Amount Increase that all expenses referred to in Section 1.8 of the Credit Agreement Noshall have been paid. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: The Borrower hereby certifies that (a) the authenticity no Default or Event of original documents Default has occurred and the genuineness of all signatures; is continuing and (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness each of the information, representations and warranties contained set forth in the recordsCredit Agreement and in the other Loan Documents are and remain true and correct in all material respects on the effective date of this Commitment Amount Increase (where not already qualified by materiality, documentsotherwise in all respects), instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant except to the Plans are validly authorized shares extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of Common Stock and, when issued in accordance with such earlier date. Please indicate the provisions of the Plans, will be legally issued, fully paid and nonassessable. We hereby Lender’s consent to such Commitment Amount Increase by signing the filing enclosed copy of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used letter in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwisespace provided below. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationALPHA CORE STRATEGIES FUND By: Name: Title: The undersigned hereby consents on this __ day of _____________, to the above-requested Commitment Amount Increase. BANK OF MONTREAL (CHICAGO BRANCH), as Lender By: Name: Title: SCHEDULE I COVENANT REQUIREMENTS BORROWER MINIMUM NUMBER OF INVESTMENT MANAGERS 7.21(A) MAXIMUM ALLOCATION 7.21(B) MAXIMUM ALLOCATION 7.21(C) MINIMUM REDEEMABLE AMOUNT 7.21(D)

Ladies and Gentlemen. At your requestBorrower and Lender have executed and delivered that certain Loan Agreement dated as of June 5, we are rendering this opinion in connection with 1997 as amended by that certain Letter Agreement dated March 30, 1998 as further amended by that certain Letter Agreement dated the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value date hereof between Borrower and Lender (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable upon the exercise of options granted under the ScanSoft, Inc. 2000 Stock Plan, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "PlansLoan Agreement"). We Capitalized terms not otherwise defined herein shall have examined instrumentstheir respective meanings set forth in the Loan Agreement. Borrower acknowledges that the documents set forth on Exhibit A hereto that were to have been delivered at the Closing have not been delivered. Borrower acknowledges that Lender does not waive delivery of those documents and performance of certain conditions, documentsand, as an inducement to Lender to extend the Maturity Date of the Loan, Borrower agrees to perform those conditions and deliver the documents set forth on Exhibit A hereto, in each case to Lender's satisfaction, within the applicable time periods set forth on Exhibit A hereto. This letter agreement shall constitute a Loan Document. Upon any failure to complete the conditions or deliver the documents within the applicable time periods set forth on Exhibit A, Lender shall have the right to declare an Event of Default for all purposes under the Loan Agreement and the other Loan Documents. Except as expressly set forth herein, Lender, has not, and records which we shall not been deemed relevant to have, waived compliance by Borrower with any provision of the Loan Documents or to have waived any rights of Lender thereunder. This letter agreement shall be construed and necessary for enforced in accordance with, and governed by, the basis laws of our opinion hereinafter expressedthe State of New York, without regard to principles of conflicts of laws. In such examinationThis letter agreement may not be modified or amended or any term or provision hereof waived or discharged except by a writing signed by Lender and Borrower. All of the terms of this letter agreement shall be binding upon Borrower, we have assumed the following: (a) the authenticity of original documents its respective successors and the genuineness of all signatures; (b) the conformity assigns, and inure to the originals benefit of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationLender.

Ladies and Gentlemen. At your request, we are rendering this opinion in connection In accordance with the proposed issuance of an aggregate of 5,500,000 shares of common stockRepurchase Agreement, Buyer and Seller hereby agree to amend the Maximum Aggregate Purchase Price as further set forth below: Maximum Aggregate Purchase Price: [_____________] DOLLARS ($0.001 par value ([___________]) Effective Date: [_______], 20[__] Unless further amended after the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable upon the exercise of options granted under the ScanSoft, Inc. 2000 Stock Plandate hereof, the ScanSoftMaximum Aggregate Purchase Price as amended hereby shall remain in effect until the Termination Date. In the event this Maximum Aggregate Purchase Price Amendment decreases the existing Maximum Aggregate Purchase Price, Inc. 2000 Nonstatutory Stock PlanSeller shall repurchase Purchased Assets such that the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price as amended hereby. All terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Repurchase Agreement. Except as expressly amended and modified by this Maximum Aggregate Purchase Price Amendment, the existing Facility Documents shall continue to be, and the ScanSoftshall remain, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, in full force and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued effect in accordance with the provisions their terms. [Signature Pages Follow] Exh. B-1 FS CREIT FINANCE BMO-1 LLC, as Seller By: ___________________________________ Name: Title: Exh. B-2 Agreed and Consented by: BANK OF MONTREAL, as Buyer By: ___________________________________ Name: Title: Exh. B-3 EXHIBIT C FORM OF POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that FS CREIT FINANCE BMO-1 LLC (“Seller”) hereby irrevocably constitute and appoint BANK OF MONTREAL (“Buyer”) and any officer or agent thereof, with full power of the Planssubstitution, will be legally issued, fully paid as its true and nonassessable. We hereby consent to the filing of this opinion as an exhibit to this Registration Statement on Form S-8 lawful attorney-in-fact with full irrevocable power and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used authority in the Securities Act place and stead of 1933Seller and in the name of Seller or in its own name, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect from time to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporationtime in Buyer’s discretion:

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with In consideration of the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value Revolving Credit Agreement (the "Common StockAgreement") dated as of ScanSoft_____ __, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("CompanyCounterparty"), issuable upon Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the exercise date of options granted the Agreement, the due and punctual payment of all amounts payable by MSCS under the ScanSoftAgreement when the same shall become due and payable, Inc. 2000 Stock Planwhether on scheduled payment dates, the ScanSoftupon demand, Inc. 2000 Nonstatutory Stock Planupon declaration of termination or otherwise, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions terms of the PlansAgreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be legally issueddischarged except by complete payment of the amounts payable under the Agreement, fully paid and nonassessable. We hereby consent irrespective of any claim as to the filing Agreement's validity, regularity or enforceability or the lack of this opinion as an exhibit authority of MSCS to this Registration Statement on Form S-8 and execute or deliver the Agreement; or any change in or amendment to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, Agreement; or the rules and regulations of the Securities and Exchange Commission issued thereunder, any waiver or consent by Counterparty with respect to any part provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporationdate hereof that:

Ladies and Gentlemen. At your requestWe understand that the Grantor has entered into the Security Agreement and granted you a security interest in, we are rendering this opinion in connection among other property, all Inventory under the terms thereof. Certain of the Inventory is manufactured and/or sold pursuant to, or with the proposed issuance use of, Intellectual Property that is owned or licensed by one or more of an aggregate of 5,500,000 shares of common stock, $0.001 par value the undersigned (the "Common Stock"“Subsidiaries”) and further licensed or sublicensed to the Grantor (all Intellectual Property owned by a Subsidiary and required for the manufacture, sale or other disposition of ScanSoftthe Inventory, Inc., a Delaware corporation herein the “Subsidiary Intellectual Property”) Each Subsidiary also understands that Bank is relying upon the execution and delivery of this letter agreement (the "Company"), issuable upon “Agreement”) by the exercise Subsidiaries and the undertakings of options granted each Subsidiary hereunder in making extensions of credit to the Grantor secured by the Security Agreement and further recognizes that the execution and delivery of this Agreement is a material inducement to the Bank in entering into the Credit Agreement and continuing to extend credit thereunder. Each Subsidiary acknowledges that there are no conditions to the full effectiveness of this Agreement. In order to induce the Bank to extend credit to the Grantor under the ScanSoftCredit Agreement, Inc. 2000 Stock Planeach Subsidiary grants to the Bank a worldwide, limited, non-exclusive, royalty-free, fully paid-up license and right to use such Subsidiary’s Subsidiary Intellectual Property to liquidate the ScanSoftInventory, Inc. 2000 Nonstatutory Stock Plan, until such time as all said Inventory has been fully sold or otherwise disposed of by the Bank in accordance with and pursuant to the ScanSoft, Inc. Stand-Alone Stock Option Agreement NoSecurity Agreement. 1 The foregoing license shall terminate once all the Obligations have been paid in full (together other than contingent Obligations for which no claim has been made as of the "Plans"date of termination). We have examined instruments, documents, Each Subsidiary represents and records which we deemed relevant and necessary for warrants to the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: Bank that (a) its execution, delivery and performance of this Agreement has been duly authorized by all necessary action on its part and does not and will not: (1) violate any provision of law applicable to such Subsidiary, the authenticity certificate of original documents incorporation, bylaws, partnership agreement, membership agreement, or other applicable governing document of such Subsidiary or any order, judgment, or decree of any court or agency of government binding upon such Subsidiary; (2) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under the Indenture (as defined in the Credit Agreement) or any other material contractual obligation of such Subsidiary; or (3) require any approval or consent of any party under any material contractual obligation of such Subsidiary; and the genuineness of all signatures; (b) the conformity this Agreement constitutes such Subsidiary’s valid and binding agreement, enforceable against it in accordance with its terms, subject to the originals applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of all documents submitted to us as copies; and general applicability. Letter Agreement (c) the truthSecond Lien License), accuracy and completeness Page 1 This Agreement may be executed by one or more of the informationparties to this Agreement on any number of separate counterparts (including by telecopy or other electronic communication), and all of said counterparts taken together shall be deemed to constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic communication shall be effective as delivery of a manually executed counterpart of this Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH SUBSIDIARY HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURTS FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH SUBSIDIARY AND THE BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN. This Agreement embodies the final, entire agreement among the parties hereto and supersedes any and all prior commitments, agreements, representations and warranties contained in the recordsunderstandings, documentswhether written or oral, instruments relating to this Agreement, and certificates we have reviewed. Based on such examinationmay not be contradicted or varied by evidence of prior, we are contemporaneous or subsequent oral agreements or discussions of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions parties hereto. Each Subsidiary waives notice of the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing Bank’s acceptance of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration StatementAgreement. In giving such consentLetter Agreement (Second Lien License), we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Page 2 Very truly yours, DF ENTERPRISES, INC. FD MANAGEMENT, INC. XXXXXXXXX XXXXX INTERNATIONAL HOLDING, INC. XXXXXXXXX XXXXX (FINANCING), INC. XXXXXXXXX XXXXX TRAVEL RETAIL, INC. RDEN MANAGEMENT, INC. By: /s/ Wilsxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx, Vice President of each Subsidiary Accepted and agreed to as of the date first written above JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx X. Xxxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationX. Xxxx, Authorized Officer

Ladies and Gentlemen. At your requestSubject to the terms and conditions of the Exchange Offer, we are rendering this opinion in connection with the proposed issuance of an aggregate of 5,500,000 undersigned hereby tenders to the Company the shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable Preferred Stock indicated above. Subject to and effective upon the exercise acceptance for exchange of options granted under the ScanSoft, Inc. 2000 shares of Preferred Stock Plantendered in accordance with this Letter of Transmittal, the ScanSoftundersigned sells, Inc. 2000 Nonstatutory assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Preferred Stock Plantendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Preferred Stock with full power of substitution to (i) deliver certificates for such Preferred Stock to the Company, or transfer ownership of such Preferred Stock on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the ScanSoftorder of, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copiesCompany; and (cii) present such Preferred Stock for transfer on the truth, accuracy and completeness books of the informationCompany and receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Stock, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued all in accordance with the provisions terms of the PlansExchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Preferred Stock tendered hereby and that the Company will be legally issuedacquire good and unencumbered title thereto, fully paid free and nonassessableclear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. We hereby consent THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY EXCHANGE PREFERRED STOCK ACQUIRED IN EXCHANGE FOR PREFERRED STOCK TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH EXCHANGE PREFERRED STOCK, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH EXCHANGE PREFERRED STOCK AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Preferred Stock. If the undersigned is a broker-dealer that will receive Exchange Preferred Stock, it represents that, except to the filing extent indicated at the bottom of this opinion the preceding page, the Preferred Stock to be exchanged for Exchange Preferred Stock was acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, and it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Preferred Stock; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "expertsunderwriter" within the meaning of such term as used in the Securities Act Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE PREFERRED STOCK RECEIVED IN EXCHANGE FOR PREFERRED STOCK THAT WAS ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of 1933the Preferred Stock tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Preferred Stock when, as amendedand if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Preferred Stock is not accepted for exchange pursuant to the Exchange Offer for any reason, or the rules and regulations of the Securities and Exchange Commission issued thereunder, certificates for any such unaccepted Preferred Stock will be returned (except as noted below with respect to any part tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the Registration Statementundersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, including this opinion personal representatives, successors and assigns. The undersigned understands that tenders of Preferred Stock pursuant to the procedures described under the caption "The Exchange Offer--Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and return any Preferred Stock not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Preferred Stock tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and any certificates for Preferred Stock not tendered or not exchanged (and accompanying documents, as an exhibit or otherwiseappropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationIn the event that both "Special Payment Instructions" and

Ladies and Gentlemen. At your requestSubject to the terms and conditions of the Exchange Offer, we are rendering this opinion in connection with the proposed issuance undersigned hereby tenders to the Company the principal amount of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable Old Notes indicated above. Subject to and effective upon the exercise acceptance for exchange of options granted under the ScanSoft, Inc. 2000 Stock Planprincipal amount of Old Notes tendered in accordance with this Letter of Transmittal, the ScanSoftundersigned sells, Inc. 2000 Nonstatutory Stock Planassigns and transfers to, or upon the order of, the Company, all right, title and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, interest in and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Old Notes with full power of substitution to (i) deliver certificates for such Old Notes to the Company and deliver all documents submitted to us as copies; accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (cii) present such Old Notes for transfer on the truth, accuracy and completeness books of the informationCompany and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued all in accordance with the provisions terms of the Plansterms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will be legally issuedacquire good and unencumbered title thereto, fully paid free and nonassessableclear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. We The undersigned hereby consent further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the Holder, that neither the Holder nor any such other person has an arrangement with any person to participate in the distribution of such New Notes within the meaning of the Securities Act and that neither the Holder nor any such other person is an "affiliate," as defined under Rule 405 of the Securities Act, of the Company or any of its subsidiaries or, if such Holder is an "affiliate," that such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the filing extent applicable. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of this opinion New Notes. If the undersigned is a broker-dealer that will receive New Notes, it represents that the Old Notes to be exchanged for New Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "expertsunderwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Old Notes tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such term unaccepted Old Notes will be returned, without expense, to the undersigned at the address shown below or at a different address as used may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Old Notes pursuant to the procedures described under the caption "The Exchange Offer -- Procedures for Tendering" in the Securities Act Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of 1933the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents, as amendedappropriate) to the undersigned at the address shown below the undersigned's signatures. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the rules name(s) of, and regulations send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Old Notes from the name of the Securities and Exchange Commission issued thereunder, with respect to registered holder(s) thereof if the Company does not accept for exchange any part of the Registration StatementOld Notes so tendered. PLEASE SIGN HERE WHETHER OR NOT OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY X ______________________________ Date __________________________ X ______________________________ Date __________________________ Signature(s) of Registered Holder(s) or Authorized Signatory Area Code and Telephone Number: ____________________________________ The above lines must be signed by the registered holder(s) of Old Notes as their name(s) appear(s) on the Old Notes or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), including a copy of which must be transmitted with this opinion as Letter of Transmittal. If Old Notes to which this Letter of Transmittal relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person's authority so to act. See Instruction 5 regarding the completion of this Letter of Transmittal printed below. Name(s): ________________________________ (Please Print) Capacity: ________________________________ Address: _________________________________ (Include Zip Code) Signature(s) Guaranteed by an exhibit or otherwise. Very truly yoursEligible Institution: (If required by Instruction 5) _____________________________________ (Authorized Signature) _____________________________________ (Title) _____________________________________ (Name of Firm) Dated:____________________, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporation1999 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

Ladies and Gentlemen. At your request, we are rendering this opinion in connection In accordance with the proposed issuance of an aggregate of 5,500,000 shares of common stockRepurchase Agreement, Buyer and Seller hereby agree to amend the Maximum Aggregate Purchase Price as further set forth below: Maximum Aggregate Purchase Price: [_____________] DOLLARS ($0.001 par value ([___________]) Effective Date: [_______], 20[__] Unless further amended after the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable upon the exercise of options granted under the ScanSoft, Inc. 2000 Stock Plandate hereof, the ScanSoftMaximum Aggregate Purchase Price as amended hereby shall remain in effect until the Termination Date. In the event this Maximum Aggregate Purchase Price Amendment decreases the existing Maximum Aggregate Purchase Price, Inc. 2000 Nonstatutory Stock PlanSeller shall repurchase Purchased Assets such that the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price as amended hereby. All terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Repurchase Agreement. Except as expressly amended and modified by this Maximum Aggregate Purchase Price Amendment, the existing Facility Documents shall continue to be, and the ScanSoftshall remain, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, in full force and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued effect in accordance with the provisions their terms. FS CREIT FINANCE BMO-1 LLC, as Seller By: Name: Title: Agreed and Consented by: BANK OF MONTREAL, as Buyer By: Name: Title: EXHIBIT C FORM OF POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that FS CREIT FINANCE BMO-1 LLC (“Seller”) hereby irrevocably constitute and appoint BANK OF MONTREAL (“Buyer”) and any officer or agent thereof, with full power of the Planssubstitution, will be legally issued, fully paid as its true and nonassessable. We hereby consent to the filing of this opinion as an exhibit to this Registration Statement on Form S-8 lawful attorney-in-fact with full irrevocable power and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used authority in the Securities Act place and stead of 1933Seller and in the name of Seller or in its own name, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect from time to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporationtime in Buyer’s discretion:

Ladies and Gentlemen. At your requestCapitalized terms used herein and not herein defined have the meanings ascribed thereto pursuant to the Intercreditor Agreement. The Intercreditor Agreement relates to certain indebtedness of CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. By signing below, we are rendering this opinion in connection with the proposed Company represents and warrants that (a) immediately before and after giving effect to the issuance by the Company of an aggregate of 5,500,000 shares of common stock, $0.001 par value the senior notes referred to on Attachment A hereto (the "Common Stock"“Additional Senior Notes”) no Event of ScanSoftDefault has occurred and is continuing, Inc.(b) Attachment B hereto is a true, correct and complete copy of the Note Purchase Agreement pursuant to which the Additional Senior Notes were issued (the “Additional Note Purchase Agreement”), and (c) Attachment C hereto is a true, correct and complete copy of the Security Agreement securing the obligations of the Company in respect of the Additional Senior Notes (the “Additional Note Security Agreement”). By signing below, (a) represents and warrants that it has been duly appointed as security agent (in such capacity, the “Additional Note Security Agent”) for the Noteholders of the Additional Senior Notes pursuant to an agency agreement dated on or about the date hereof, a Delaware corporation true, correct and complete copy of which is attached hereto as Attachment D (the "Company"“Additional Note Agency Agreement”), issuable upon and (b) agrees to observe and perform all of its obligations as an Additional Note Security Agent under and pursuant to the exercise terms of options granted under the ScanSoftIntercreditor Agreement. For purposes of the Intercreditor Agreement, Inc. 2000 Stock Plan, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; Additional Senior Notes constitute “Additional Senior Notes,” (b) the conformity to the originals of all documents submitted to us as copies; and Additional Note Purchase Agreement constitutes an “Additional Note Purchase Agreement,” (c) the truthAdditional Note Security Agent is an “Additional Note Security Agent,” and (d) the Additional Note Agency Agreement constitutes an “Additional Note Agency Agreement.” By signing below, accuracy the Additional Note Security Agent represents and completeness warrants that immediately after giving effect to this Joinder Agreement, all of the information, representations and warranties contained made by the Additional Note Security Agent in the records, documents, instruments Intercreditor Agreement are true and certificates we have reviewed. Based correct on such examination, we are and as of the opinion date hereof. CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. By: Name: Title: Address: [ ], as Additional Note Security Agent By: Name: Title: Acknowledged and agreed: [ ], as Collateral Agent By: Name: Title: ATTACHMENT A TO JOINDER AGREEMENT LIST OF ADDITIONAL SENIOR NOTES ATTACHMENT B TO JOINDER AGREEMENT [ADDITIONAL NOTE PURCHASE AGREEMENT] ATTACHMENT C TO JOINDER AGREEMENT [ADDITIONAL NOTE SECURITY AGREEMENT] ATTACHMENT D TO JOINDER AGREEMENT [ADDITIONAL NOTE AGENCY AGREEMENT] EXHIBIT E [FORM OF] DIRECTION Reference is made to that certain Collateral Agency and Intercreditor Agreement, dated as of May 29, 2018, by and among The Bank of Nova Scotia, as Bank Security Agent, Xxxxx Fargo Bank, National Association, as Existing 2013 Note Security Agent, The Bank of New York Mellon, as Existing 2015 Note Security Agent, each Additional Note Security Agent that may become a party thereto from time to time, and The Bank of Nova Scotia, as Collateral Agent (as the 5,500,000 shares same may be further amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”). Capitalized terms used herein and not herein defined shall have the meanings set forth in the Intercreditor Agreement. Pursuant to Section 2.10 of Common Stock the Intercreditor Agreement, each of the undersigned hereby directs the Collateral Agent to execute and deliver the Joinder Agreement in the form attached hereto. THE BANK OF NOVA SCOTIA, not in its [OTHER SECURITY AGENT individual capacity but solely as Bank Security Agent By: Name: By: Title:] Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Existing 2013 Note Security Agent By: Name: Title: THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Existing 2015 Note Security Agent By: Name: Title: EXHIBIT F [FORM OF] TRANSFER COMPLETION CERTIFICATE Reference is made to that certain Collateral Agency and Intercreditor Agreement, dated as of May 29, 2018, by and among The Bank of Nova Scotia, as Bank Security Agent, Xxxxx Fargo Bank, National Association, as Existing 2013 Note Security Agent, The Bank of New York Mellon, as Existing 2015 Note Security Agent, each Additional Note Security Agent that may become a party thereto from time to time, and The Bank of Nova Scotia, as Collateral Agent (as the same may be issued further amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”). Capitalized terms used herein and not herein defined shall have the meanings set forth in the Intercreditor Agreement. The Company hereby certifies to the Collateral Agent that all of the assets and other property of the Company held by the State Street Bank and Trust Company pursuant to the Plans are validly authorized shares Existing Custody Agreement have been transferred to The Bank of Common Stock andNew York Mellon as custodian under the New Custody Agreement. CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. By: Name: Title: ANNEX A [ATTACH COPY OF EACH LOAN DOCUMENT] ANNEX B [ATTACH COPY OF EACH EXISTING 2013 NOTE DOCUMENT] ANNEX C [ATTACH COPY OF EACH EXISTING 2015 NOTE DOCUMENT] ANNEX D-1 [ATTACH COPY OF THE TEMPORARY CONTROL AGREEMENT] ANNEX D-2 [ATTACH COPY OF THE CONTINUING CONTROL AGREEMENT] CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. EXHIBIT O FORM OF PREFERRED STOCK SUPPLEMENT PREFERRED STOCK SUPPLEMENT NO. , when issued in accordance with the provisions dated as of the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing Credit Agreement, dated as of this opinion May 29, 2018, among ClearBridge Energy MLP Opportunity Fund Inc., a Maryland corporation, the Lenders party thereto, and The Bank of Nova Scotia, as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, Administrative Agent (as amended, supplemented or otherwise modified from time to time, the rules “Credit Agreement”). Each term that is defined in the Credit Agreement and regulations of not herein defined has the Securities and Exchange Commission issued thereunder, with respect to any part of meaning ascribed thereto by the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationCredit Agreement when used herein.

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with In consideration of each of the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value Revolving Credit Agreement (the "Common StockAgreement") dated as of ScanSoftApril 13, 1999 between Xxxxxx Xxxxxxx Capital Services Inc., a Delaware corporation (hereinafter "MSCS") and Wilmington Trust Company as Subordination Agent, as agent and trustee for the Atlas Air Pass Through Trust 1999-1B ("CompanyCounterparty"), issuable upon Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co., a Delaware corporation (hereinafter "MSDW"), hereby irrevocably and unconditionally guarantees to Counterparty, with effect from the exercise date of options granted the Agreement, the due and punctual payment of all amounts payable by MSCS under the ScanSoftAgreement when the same shall become due and payable, Inc. 2000 Stock Planwhether on scheduled payment dates, the ScanSoftupon demand, Inc. 2000 Nonstatutory Stock Planupon declaration of termination or otherwise, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions terms of the PlansAgreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MSDW at its address set forth in the signature block of this Guarantee (or to such other address as MSDW may specify in writing), MSDW agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MSDW's obligations under this Guarantee. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be legally issueddischarged except by complete payment of the amounts payable under the Agreement, fully paid and nonassessable. We hereby consent irrespective of any claim as to the filing Agreement's validity, regularity or enforceability or the lack of this opinion as an exhibit authority of MSCS to this Registration Statement on Form S-8 and execute or deliver the Agreement; or any change in or amendment to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, Agreement; or the rules and regulations of the Securities and Exchange Commission issued thereunder, any waiver or consent by Counterparty with respect to any part provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the Registration Statementdate hereof, including this opinion as an exhibit or otherwise. Very truly yourswhich representations will be deemed to be repeated by MSDW on each date on which a Transaction is entered into, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporationthat:

Ladies and Gentlemen. At your requestSubject to the terms and conditions of the Exchange Offer, we are rendering this opinion in connection with the proposed issuance undersigned hereby tenders to the Company the principal amount at maturity of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable Series A Debentures indicated above. Subject to and effective upon the exercise acceptance for exchange of options granted under the ScanSoft, Inc. 2000 Stock Planprincipal amount at maturity of Series A Debentures tendered in accordance with this Letter of Transmittal, the ScanSoftundersigned sells, Inc. 2000 Nonstatutory Stock Planassigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Series A Debentures tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney- in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Series A Debentures with full power of substitution to (i) deliver certificates for such Series A Debentures to the Company, or transfer ownership of such Series A Debentures on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the ScanSoftorder of, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copiesCompany; and (cii) present such Series A Debentures for transfer on the truth, accuracy and completeness books of the informationCompany and receive all benefits and otherwise exercise all rights of beneficial ownership of such Series A Debentures, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued all in accordance with the provisions terms of the PlansExchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Series A Debentures tendered hereby and that the Company will be legally issuedacquire good and unencumbered title thereto, fully paid free and nonassessableclear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. We hereby consent THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY SERIES B DEBENTURES ACQUIRED IN EXCHANGE FOR SERIES A DEBENTURES TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH SERIES B DEBENTURES, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH SERIES B DEBENTURES AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Series B Debentures. If the undersigned is a broker-dealer that will receive Series B Debentures, it represents that, except to the filing extent indicated at the bottom of this opinion the preceding page, the Series A Debentures to be exchanged for Series B Debentures were acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, and it acknowledges that it will deliver a prospectus in connection with any resale of such Series B Debentures; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "expertsunderwriter" within the meaning of such term as used in the Securities Act Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF SERIES B DEBENTURES RECEIVED IN EXCHANGE FOR SERIES A DEBENTURES THAT WERE ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of 1933the Series A Debentures tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Series A Debentures when, as amendedand if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Series A Debentures are not accepted for exchange pursuant to the Exchange Offer for any reason, or the rules and regulations of the Securities and Exchange Commission issued thereunder, certificates for any such unaccepted Series A Debentures will be returned (except as noted below with respect to any part tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the Registration Statementundersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, including personal representatives, successors and assigns. The undersigned understands that tenders of Series A Debentures pursuant to the procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Series B Debentures issued in exchange for the Series A Debentures accepted for exchange and return any Series A Debentures not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Series A Debentures tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Series B Debentures issued in exchange for the Series A Debentures accepted for exchange and any certificates for Series A Debentures not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Series B Debentures issued in exchange for the Series A Debentures accepted for exchange and return any Series A Debentures not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Series A Debentures from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Series A Debentures so tendered. Holders of Series A Debentures who wish to tender their Series A Debentures and (i) whose Series A Debentures are not immediately available, or (ii) who cannot deliver their Series A Debentures, this opinion as an exhibit Letter of Transmittal or otherwiseany other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Series A Debentures according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer - Guaranteed Delivery Procedures". Very truly yoursSee Instruction 1 regarding the completion of the Letter of Transmittal printed below. PLEASE SIGN HERE WHETHER OR NOT SERIES A DEBENTURES ARE BEING PHYSICALLY TENDERED HEREBY X ------------------------------------------- ------------ DATE X ------------------------------------------- ------------ SIGNATURE(S) OF REGISTERED HOLDER(S) DATE OR AUTHORIZED SIGNATORY AREA CODE AND TELEPHONE NUMBER: __________________ THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF SERIES A DEBENTURES AS THEIR NAME(S) APPEAR(S) ON THE SERIES A DEBENTURES OR, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationIF THE SERIES A DEBENTURES ARE TENDERED BY A PARTICIPANT IN DTC, AS SUCH PARTICIPANT'S NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE SERIES A DEBENTURES, OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SERIES A DEBENTURES TO WHICH THIS LETTER OF TRANSMITTAL RELATES ARE HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST (I) SET FORTH HIS OR HER FULL TITLE BELOW AND (II) UNLESS WAIVED BY THE COMPANY, SUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY SO TO ACT. SEE INSTRUCTION 4 REGARDING THE COMPLETION OF THIS LETTER OF TRANSMITTAL PRINTED BELOW. NAME(S): ____________________________________________________________________ ____________________________________________________________________ (PLEASE PRINT) CAPACITY: ____________________________________________________________________ ADDRESS: ____________________________________________________________________ ____________________________________________________________________ (INCLUDE ZIP CODE) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION: (IF REQUIRED BY INSTRUCTION 4) _____________________________________________________________________ (AUTHORIZED SIGNATURE) _____________________________________________________________________ (TITLE) _____________________________________________________________________ (NAME OF FIRM) DATED:___________________________________, 199_ FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

Ladies and Gentlemen. At your request, we are rendering this opinion With respect to the Purchased Assets described in connection with the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value attached Schedule A (the "Common Stock"“Purchased Assets”) of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable upon the exercise of options granted under the ScanSoft, Inc. 2000 Stock Plan, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) we hereby certify to you that the authenticity Purchased Assets and related Purchased Items are not subject to a lien of original documents any third party, and the genuineness of all signatures; (b) we hereby release all right, interest or claim of any kind other than any rights under the conformity Master Repurchase Agreement with respect to the originals of all documents submitted such Purchased Assets and related Purchased Items, such release to us as copies; and (c) the truth, accuracy and completeness be effective automatically without further action by any party upon payment by Purchaser of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are amount of the opinion that Purchase Price contemplated under the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued Master Repurchase Agreement (calculated in accordance with the provisions of terms thereof) in accordance with the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used wiring instructions set forth in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwiseMaster Repurchase Agreement. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationNEWSTAR CRE FINANCE I LLC By: Name: Title: Schedule A [List of Purchased Asset Documents] EXHIBIT VII [Reserved] EXHIBIT VIII [Reserved] EXHIBIT IX PURCHASED ASSET SERVICER REPORT (See attached) EXHIBIT X EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO PURCHASED ASSETS Therefore the following exceptions are made to the REPRESENTATIONS AND WARRANTIES REGARDING EACH INDIVIDUAL PURCHASED ASSET under EXHIBIT V: The Purchased Asset known as Xxxx Plaza (herein the “Xxxx Plaza Purchased Asset”) In January 2011 borrower requested that it be allowed to exercise all remaining extension options and that the interest rate cap requirement only apply to the then outstanding principal balance of the loan and not to the total outstanding commitment as provided in the Purchased Asset Documents. NewStar agreed to these requests. In June 2012 the Xxxx Plaza Purchased Asset was restructured and amended. The provisions of the restructuring included, among others, that NewStar would write off $1,500,000 of principal on the loan and that a principal of a constituent owner of the borrower would make a mezzanine loan of $500,000 to an upstream entity owning the borrower. Subsequent to the restructuring an amendment to the modification was executed which clarified the monthly amortization schedule on the loan. In September 2013, NewStar determined that between January 22, 2013 and August 30, 2013 it had billed the borrower on the Xxxx Plaza Purchased Asset interest at a rate of LIBOR (with no floor) + 350 basis points while the Note for the Xxxx Plaza Purchased Asset required interest at LIBOR (floor of 2.00%) + 250 basis points. The result is that NewStar underbilled interest to the borrower by $37,590.63. NewStar is working with the borrower to collect this amount. Failure by the borrower to pay such amount would be an event of default under the Purchased Asset Documents for the Xxxx Plaza Purchased Asset. The previously unbilled interest could be capitalized to the loan principal.

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable upon the exercise of options granted under the ScanSoft, Inc. 2000 Stock Plan, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity Pursuant to the originals of all documents submitted Repurchase Agreement, Seller hereby requests that Buyer enter into a Transaction to us purchase the Eligible Assets listed below on the Asset Schedule attached hereto as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued Annex 1 in accordance with the Repurchase Agreement. Purchase Date: Eligible Asset: Asset Type: Original Principal Amount of Purchased Asset: Purchase Price Percentage: Purchase Price: Initial Benchmark: [Term SOFR] Benchmark Floor: Pricing Spread: Upfront Fee: Requested Wire Amount: $[___], netting out the Upfront Fee and the expenses Table-Funded Asset: Seller’s Wiring Instructions Additional terms as required: Exh. A-1 In connection with this Transaction Request and Confirmation, the undersigned hereby certifies that: (i) each of the Transaction conditions precedent set forth in Section 3 of the Repurchase Agreement has been satisfied as of the date hereof, or will be satisfied on the proposed Purchase Date (other than the conditions precedent set forth in clauses (i), (viii), (xi) and (xiii) of Section 3(b) of the Repurchase Agreement); (ii) attached hereto as Annex 1 is the Asset Schedule for the Eligible Asset, (iii) the Summary Diligence Materials relating to the Eligible Asset have been delivered to Buyer in accordance with the Repurchase Agreement, and (iv) attached hereto as Annex 3 are exceptions to the representations and warranties set forth in Schedule 1 of the Repurchase Agreement for the Eligible Asset. Seller hereby acknowledges that this Transaction Request and Confirmation shall not be binding upon Buyer unless and until Buyer has countersigned this Transaction Request and Confirmation and delivered it to Seller. Buyer confirms its agreement to enter into a Transaction to purchase the Eligible Assets which are Purchased Assets listed in Annex 1 hereto in accordance with the terms listed in this Transaction Request and Confirmation, pursuant to the Repurchase Agreement. All capitalized terms used herein but not otherwise defined shall have the meanings specified in the Repurchase Agreement. The Repurchase Agreement is incorporated by reference into this Transaction Request and Confirmation, and is made a part hereof as if it were fully set forth herein and as evidenced hereby until all amounts due in connection with this Transaction are paid in full. FS CREIT FINANCE BMO-1 LLC By: Name: Title: Buyer hereby agrees to purchase the Eligible Assets set forth in this Transaction Request and Confirmation pursuant to the provisions of the Plans, will be legally issued, fully paid Repurchase Agreement and nonassessablethe terms hereof. We hereby consent With respect to the filing representations and warranties of this opinion as an exhibit Seller made pursuant to this Registration Statement on Form S-8 Section 12 of the Repurchase Agreement and Schedule 1 thereto, Buyer hereby acknowledges and consents to the use of our name wherever it appears in said Registration Statementexceptions to such representations and warranties, if any. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules Agreed and regulations of the Securities and Exchange Commission issued thereunder, with respect Accepted: BANK OF MONTREAL By: Name: Title: By: Name: Title: Annex 1 to Exhibit A ASSET SCHEDULE2 [To be Provided] 2 Any Asset Schedule attached electronically to any part of the Registration Statement, including this opinion Transaction Request and Confirmation shall be attached as an exhibit or otherwisea “pdf” file Annex 1 to Exh. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationA Annex 2 to Exhibit A SUMMARY DUE DILIGENCE MATERIALS For Commercial Mortgage Loans:

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable upon the exercise of options granted under the ScanSoft, Inc. 2000 Stock Plan, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions of Section [3(g)] [25] of the Plansabove-referenced Custodial Agreement (capitalized terms not otherwise defined herein having the meanings ascribed to them in the Custodial Agreement), will be legally issuedthe undersigned, fully paid as the Custodian, hereby certifies as to each Mortgage Loan described in the attached Mortgage Loan Schedule and nonassessable. We hereby consent Exception Report all matters (subject to the filing Exceptions listed therein) set forth in Section 3(e) of this opinion the Custodial Agreement. The delivery of the Mortgage Loan Schedule and Exception Report attached hereto evidences that as an exhibit to this Registration Statement on Form S-8 of the date and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning time of such term as used Mortgage Loan Schedule and Exception Report, (i) the Custodian has reviewed all documents required to be delivered in respect of each Mortgage Loan listed herein pursuant to Section 2 of the Custodial Agreement, and such documents other than the Exceptions listed herein are in the Securities Act of 1933, as amended, or the rules and regulations possession of the Securities and Exchange Commission issued thereunder, with respect to any Custodian as part of the Registration StatementMortgage File for such Mortgage Loan, including and (ii) the Custodian is holding each Mortgage Loan identified on the Mortgage Loan Schedule and Exception Report as of the date and time identified therein, pursuant to the Custodial Agreement, as the bailee of and custodian for [the Registered Holder] [_______________ [Name of Collateral Agent] as representative secured party for the benefit of the Registered Holder and the persons or entities to whom Registered Holder owes the obligations secured by such Mortgage Loans]. The Custodian has no obligation to recognize or deal with any Person other than the Person identified in the preceding sentence. PURSUANT TO THE CUSTODIAL AGREEMENT, THE CUSTODIAN IS REQUIRED TO DELIVER AN UPDATED MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT ON EACH BUSINESS DAY. THE HOLDER OF THIS TRUST RECEIPT SHOULD CONTACT THE CUSTODIAN TO CONFIRM THAT THE MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT ATTACHED HERETO HAS NOT BEEN SUPERSEDED BY A MORE RECENTLY DELIVERED MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT. The Custodian makes no representations as to, and shall not be responsible to verify, (i) the validity, legality, enforceability, due authorization, recordability, sufficiency, or genuineness of any of the documents contained in each Mortgage File or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. This Trust Receipt shall be deemed superseded and canceled upon the issuance of a subsequent Trust Receipt to the Registered Holder or the Collateral Agent covering the Mortgage Loans identified herein and the Registered Holder shall thereupon promptly return this opinion as an exhibit or otherwise. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationTrust Receipt to the Custodian.

Ladies and Gentlemen. At your requestSubject to the terms and conditions of the Exchange Offer, we are rendering this opinion in connection with the proposed issuance undersigned hereby tenders to the Company the principal amount of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable Old Notes indicated above. Subject to and effective upon the exercise acceptance for exchange of options granted the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the ScanSoftIndenture for the Old Notes and New Notes) with respect to the tendered Old Notes with full power of substitution to (i) deliver certificates for such Old Notes to the Company, Inc. 2000 Stock Planor transfer ownership of such Old Notes on the account books maintained by DTC and deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; Company and (cii) present such Old Notes for transfer on the truth, accuracy and completeness books of the informationCompany and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued all in accordance with the provisions terms and subject to the conditions of the PlansExchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will be legally issuedacquire good and unencumbered title thereto, fully paid free and nonassessableclear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. We The undersigned hereby consent further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the Holder receiving such New Notes, whether or not such person is the Holder; that neither the Holder nor any such other person has any arrangement or understanding with any person to participate in the filing of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning distribution of such term New Notes; and that neither the Holder nor any such other person is an "affiliate," as used defined in Rule 405 under the Securities Act Act, of 1933, as amended, the Company or any of its subsidiaries. The undersigned also acknowledges that this Exchange Offer is being made based on certain interpretations issued by the rules and regulations staff of the Securities and Exchange Commission (the "Commission") to third parties in unrelated transactions. Based on those interpretations, the Company believes that the New Notes issued thereunderin exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders' business and such holders have no arrangements or understandings with any person to participate in the distribution of such New Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Old Notes tendered hereby. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns, trustees in bankruptcy or other legal representatives of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders" section of the Prospectus. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Old Notes will be returned (except as noted below with respect to any part tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated under "Special Delivery Instructions" as promptly as practicable after the Expiration Date. The undersigned acknowledges that tenders of Old Notes pursuant to the procedures described under the caption "The Exchange Offer--Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Registration StatementExchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of the undersigned (or in either such event, including this opinion in the case of the Old Notes tendered through DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents, as an exhibit appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or otherwisenot exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationThe Company has no obligation pursuant to the "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Old Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered.

Ladies and Gentlemen. At your requestIn order to induce Lenders to provide the Credit Facility to Borrower, the undersigned hereby acknowledges and agrees as follows: We have entered into that certain Stockholders Agreement by and among Investor, Yale University, The Vanderbilt University, Carnegie Corporation of New York, Gloster III, LLC, The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University, The Xxxxxxx and Xxxxx Xxxxxxx Foundation, The Trustees of the University of Pennsylvania, The Regents of the University of Michigan, Xxxxxx X. and Xxxxx X. Xxxxx Foundation, Xxxxxx Ventures, Makena Capital Holdings Prime, L.P, Clarendon Investment Partners II, LP and The Xxxx Family Trust, dated as of May 15, 2007 (as the same may be further modified, amended, or restated from time to time, the "Stockholders Agreement"; all capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Stockholders Agreement) pursuant to which we have (i) purchased shares of stock in Investor, which is a member in Borrower and (ii) committed to make cash contributions of capital ("Capital Contributions") to Investor on the terms and subject to the conditions set forth in the Stockholders Agreement in the aggregate amount of $[ ] (our "Capital Commitment"), which Capital Contributions are to be contributed by Investor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[______________] of our Capital Commitment has been called, $____________, of our Capital Commitment remains to be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Investor or Administrative Agent a certificate setting forth the remaining amount of our Capital Commitment which we are rendering this opinion in connection with the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value obligated to fund (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable upon the exercise of options granted under the ScanSoft, Inc. 2000 Stock Plan, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "PlansUnfunded Capital Commitment"). We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of calls for Capital Contributions duly made in accordance with the terms of the Stockholders Agreement (including, without limitation, subsequent calls for Capital Contributions made in connection with a shortfall in funds available to Borrower as a result of the failure of any other Stockholder or Managing Member to advance funds with respect to a call for Capital Contributions duly made). In addition, we hereby acknowledge and confirm to Administrative Agent, Lenders, Managing Member and Investor that we will make Capital Contributions to the extent of our Unfunded Capital Commitment, to be applied to the repayment of outstanding obligations under the Credit Agreement, whether such Capital Contributions are called by Managing Member, Investor or Administrative Agent for such purpose on behalf of Managing Member and Investor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Investor) without, defense, counterclaim or offset of any kind, including without limitation any defense under Section 365 of the U.S. Bankruptcy Code, all of which we hereby waive. Notwithstanding anything to the contrary in the Stockholders Agreement or Operating Agreement, we hereby acknowledge and agree that (i) our obligation to fund our Unfunded Capital Commitment as and when requested by Administrative Agent is unconditional and (ii) Administrative Agent shall not be required to state any specific purpose or use of funds, deliver any supporting documentation whatsoever or comply with any formalities when making a Drawdown on our Unfunded Capital Commitment, except that such Drawdown must be made in writing. We hereby (i) acknowledge that Borrower, Managing Member and Investor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other an Documents (as defined in the Credit Agreement), (ii) represent that as of the date hereof, (A) to the best of our knowledge there is no default or circumstance which with the passage of time and/or the giving of notice would constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement has not been modified or amended except for the amendment referred to above and is in full force and effect and enforceable against the undersigned in accordance with its terms and (C) we do not have examined instrumentsany right of offset against, documentsor reduction to, our obligation to fund our Unfunded Capital Commitment, (iii) acknowledge that for so long as the Credit Facility is in place we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement or the Operating Agreement relating to the Capital Commitments, the making of Capital Contributions or the incurrence of indebtedness or any other provisions that would adversely affect the rights of Administrative Agent or Lenders without your prior written consent and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement will be made by wire transfer to the following account opened and maintained by Borrower with the Administrative Agent (the "Collateral Account") which Borrower has also pledged as security for the Obligations (as such term is defined in the Credit Agreement): Bank: Bank of America, N.A. Account Number: 1233060441 ABA Number: 000-000-000 Reference: Acadia Strategic Opportunity Fund III LLC Collateral Account Contact Person: Xx. Xxxxx Xxxxxxx [Add to Yale and Gloster acknowledgments: The language/side letter/guarantees from the Acadia II transaction.] We hereby acknowledge that for so long as the Credit Agreement is in effect, we are obligated, under the terms and subject to the limitations and conditions set forth in the Stockholders Agreement, to honor any Drawdown Notice delivered to us in the name of the Administrative Agent on behalf of Lenders, without setoff, counterclaim or defense by funding the applicable portion of our Capital Commitment into the Collateral Account, provided such Drawdown Notice is delivered for the purpose of paying due and payable obligations of the Borrower to Lenders under the Credit Facility and states on its face that it is delivered for such purpose. We understand that Lenders and Administrative Agent will be relying upon the statements and agreements made herein in connection with making the Credit Facility available to Borrower and, accordingly hereby acknowledge that Capital Contributions we make under the Stockholders Agreement will not satisfy our obligation to fund our Capital Commitment unless such Capital Contributions are paid into the above account (unless we are otherwise instructed by Administrative Agent as described above). We hereby acknowledge that the terms of the Credit Agreement and of each other Loan Document (as defined therein) can be modified without further notice to us or our consent. In addition, we understand that the Credit Agreement and this Investor Letter shall be for the benefit of Administrative Agent, Lenders, and records which Lenders' successors and assigns, and that this Investor Letter will remain in effect until we deemed relevant are notified jointly by Administrative Agent and necessary for Managing Member that the basis of our opinion hereinafter expressedCredit Facility has been terminated. In such examination, we have assumed the following: We also acknowledge and confirm that (a) we understand that Lenders have not been involved in the authenticity organization of original documents and the genuineness Investor or offering of all signatures; Investor's equity interests, or made any representation in connection therewith, (b) the conformity to the originals of all documents submitted to us as copies; we are not relying on Lenders in any way in connection with our investment in Investor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Investor or any other Person. For governmental entity Investors: [We represent and warrant that: (i) we are subject to commercial law with respect to our obligations under the truth, accuracy Stockholders Agreement and completeness this Investor Letter; (ii) the making and performance of the informationStockholders Agreement and this Investor Letter constitute private and commercial acts rather than governmental or public acts, representations and warranties contained that neither we nor any of our properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to our obligations under the Stockholders Agreement and this Investor Letter. To the extent that we may hereafter be entitled, in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to any jurisdiction in which judicial proceedings may at any time be issued by the Company pursuant commenced with respect to the Plans are validly authorized shares of Common Stock andStockholders Agreement, when issued in accordance with the provisions of the Plansor this Investor Letter to claim any such immunity, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears extent that in said Registration Statement. In giving any such consentjurisdiction there may be attributed to us such an immunity (whether or not claimed), we do hereby irrevocably agree not consider that we are "experts" within to claim and hereby irrevocably waive such immunity to the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporationfullest extent permitted by applicable law.]

Ladies and Gentlemen. At your request[SERVICER] (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant to the Master Repurchase Agreement, we Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are rendering this opinion serviced by Servicer. Servicer shall segregate all amounts collected on account of the Purchased Assets sold to Buyer under the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections to the following account which has been established at LASALLE BANK NATIONAL ASSOCIATION, ABA# 000000000, Account # 724178.1, (the “Cash Management Account”). Servicer acknowledges that the Cash Management Account is held for the benefit of Buyer pursuant to the Control Agreement, dated as of October 26, 2006, by and between Seller, Buyer and LASALLE BANK NATIONAL ASSOCIATION. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller and Buyer, (ii) Buyer is expressly intended to be a third-party beneficiary under each Servicing Agreement and (iii) Buyer may, at any time after the occurrence of an Event of Default, terminate any such Servicing Agreement immediately upon the delivery of written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. Notwithstanding any contrary information or direction which may be delivered to Servicer by Seller, Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by Buyer, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the proposed issuance delivery of such information or notice of Event of Default. No provision of this letter may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an aggregate intended third party beneficiary of 5,500,000 shares this letter. Please acknowledge receipt and your agreement to the terms of common stockthis instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: 000 Xxxx Xxxxxx, $0.001 par value (the "Common Stock") of ScanSoft0xx Xxxxx, Inc.Xxx Xxxx, a Delaware corporation (the "Company")XX 00000-0000 Attn: Xxxxxxx Xxxxxx, issuable upon the exercise of options granted under the ScanSoft, Inc. 2000 Stock Plan, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the followingTelephone: (a000) the authenticity of original documents and the genuineness of all signatures; 000-0000, Fax: (b000) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise000-0000. Very truly yours, /s/ Wilsxx [SERVICER] By: Name: Title: ACKNOWLEDGED AND AGREED TO: [SELLER] By: Name: Title: EXHIBIT XVII FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-2014 Attention: Xx. Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationXxxxxx Re: Master Repurchase Agreement, dated as of October 26, 2006 by and between JPMorgan Chase Bank, N.A. (“Buyer”), DCTRT Securities Holdco LLC and TRT Lending LLC (each, a “Seller”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”); (capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement).

Ladies and Gentlemen. At your requestSubject to the terms and conditions of the Exchange Offer, we are rendering this opinion in connection with the proposed issuance undersigned hereby tenders to the Company the principal amount of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable Series A Notes indicated above. Subject to and effective upon the exercise acceptance for exchange of options granted under the ScanSoft, Inc. 2000 Stock Planprincipal amount of Series A Notes tendered in accordance with this Letter of Transmittal, the ScanSoftundersigned sells, Inc. 2000 Nonstatutory Stock Planassigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Series A Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Series A Notes with full power of substitution to (i) deliver certificates for such Series A Notes to the Company, or transfer ownership of such Series A Notes on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the ScanSoftorder of, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copiesCompany; and (cii) present such Series A Notes for transfer on the truth, accuracy and completeness books of the informationCompany and receive all benefits and otherwise exercise all rights of beneficial ownership of such Series A Notes, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued all in accordance with the provisions terms of the PlansExchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Series A Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY SERIES B NOTES ACQUIRED IN EXCHANGE FOR SERIES A NOTES TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH SERIES B NOTES, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH SERIES B NOTES AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Series B Notes. If the undersigned is a broker-dealer that will receive Series B Notes, it represents that the Series A Notes to be legally issuedexchanged for Series B Notes were acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, fully paid and nonassessable. We hereby consent it acknowledges that it will deliver a prospectus in connection with any resale of such Series B Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to the filing of this opinion as admit that it is an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "expertsunderwriter" within the meaning of such term as used in the Securities Act Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF SERIES B NOTES RECEIVED IN EXCHANGE FOR SERIES A NOTES THAT WERE ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of 1933the Series A Notes tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Series A Notes when, as amendedand if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Series A Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, or the rules and regulations of the Securities and Exchange Commission issued thereunder, certificates for any such unaccepted Series A Notes will be returned (except as noted below with respect to any part tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the Registration Statementundersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, including personal representatives, successors and assigns. The undersigned understands that tenders of Series A Notes pursuant to the procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any Series A Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Series A Notes tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and any certificates for Series A Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any Series A Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Series A Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Series A Notes so tendered. Holders of Series A Notes who wish to tender their Series A Notes and (i) whose Series A Notes are not immediately available, or (ii) who cannot deliver their Series A Notes, this opinion as an exhibit Letter of Transmittal or otherwiseany other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Series A Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer - Guaranteed Delivery Procedures". Very truly yoursSee Instruction 1 regarding the completion of the Letter of Transmittal printed below. PLEASE SIGN HERE WHETHER OR NOT SERIES A NOTES ARE BEING PHYSICALLY TENDERED HEREBY X __________________________________________ ________ DATE X __________________________________________ ________ SIGNATURE(S) OF REGISTERED HOLDER(S) DATE OR AUTHORIZED SIGNATORY AREA CODE AND TELEPHONE NUMBER: _________________________ THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF SERIES A NOTES AS THEIR NAME(S) APPEAR(S) ON THE SERIES A NOTES OR, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationIF THE SERIES A NOTES ARE TENDERED BY A PARTICIPANT IN DTC, AS SUCH PARTICIPANT'S NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE SERIES A NOTES, OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SERIES A NOTES TO WHICH THIS LETTER OF TRANSMITTAL RELATES ARE HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST (i) SET FORTH HIS OR HER FULL TITLE BELOW AND (ii) UNLESS WAIVED BY THE COMPANY, SUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY SO TO ACT. SEE INSTRUCTION 4 REGARDING THE COMPLETION OF THIS LETTER OF TRANSMITTAL PRINTED BELOW. NAME(S): ____________________________________________________________________ ____________________________________________________________________ (PLEASE PRINT) CAPACITY: ____________________________________________________________________ ADDRESS: ____________________________________________________________________ ____________________________________________________________________ (INCLUDE ZIP CODE) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION: (IF REQUIRED BY INSTRUCTION 4) ____________________________________________________________________ (AUTHORIZED SIGNATURE) ____________________________________________________________________ (TITLE) ____________________________________________________________________ (NAME OF FIRM) DATED:___________________________________, 199_ FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

Ladies and Gentlemen. At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value Invacare Corporation (the "Common StockBorrower") has requested senior credit facilities (the "Facilities") to be provided to the Borrower in the aggregate principal amount of $200,000,000 (the "Aggregate Commitment") to finance the acquisition (the "Acquisition") of ScanSoft, Inc., all of the stock of a Delaware corporation public company previously identified by the Borrower to us (the "CompanySeller"), issuable . The Acquisition will be accomplished through a cash tender offer (the "Tender Offer") by a wholly owned subsidiary of the Borrower ("AcquisitionCo") for not less than a majority of the shares of the Seller (on a fully diluted basis). The Tender Offer will be in an aggregate amount consistent with the total cost of the Acquisition previously disclosed by the Borrower to us and consistent with the terms previously disclosed to us. The commitment of NBD (the "Agent") hereunder is contingent upon the exercise consummation of options granted under the ScanSoft, Inc. 2000 Stock PlanAcquisition and the Tender Offer upon terms and conditions reasonably satisfactory to the Agent, the ScanSoftAgent's satisfactory review of all agreements and documents executed or filed in connection therewith, Inc. 2000 Nonstatutory Stock Planthe Acquisition and the Tender Offer, the structure of the Borrower and AcquisitionCo and its other subsidiaries before and after the Acquisition, and the ScanSoftlegal, Inc. Stand-Alone Stock Option Agreement Noaccounting and tax aspects of the Acquisition and the Tender Offer being satisfactory to Agent and Arranger and its counsel, the total amounts of the Facilities or any other funds of the Borrower which are being used to consummate the Acquisition, directly or indirectly, being consistent with the amounts previously disclosed by the Borrower to the Agent and Arranger, the Borrower amending the covenants, pricing and other appropriate terms in its other credit facilities with the Agent, in a manner satisfactory to the Agent, to those described in the attached Term Sheet (as defined below) and the other terms and conditions set forth in this letter and the attached Term Sheet. 1 (together The Term Sheet and this Commitment Letter are intended as an outline only and do not purport to summarize all of the "Plans"). We have examined instrumentsterms, documentsconditions, covenants, representations, warranties and records other provisions which we deemed relevant and necessary will be contained in definitive legal documentation for the basis of our opinion hereinafter expressed. In such examination, we have assumed transaction which is the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing subject of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationCommitment Letter.

Ladies and Gentlemen. At your requestSubject to the terms and conditions of the Exchange Offer, we are rendering this opinion in connection with the proposed issuance undersigned hereby tenders to the Company the principal amount of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable Series A Notes indicated above. Subject to and effective upon the exercise acceptance for exchange of options granted under the ScanSoft, Inc. 2000 Stock Planprincipal amount of Series A Notes tendered in accordance with this Letter of Transmittal, the ScanSoftundersigned sells, Inc. 2000 Nonstatutory Stock Planassigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Series A Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Series A Notes with full power of substitution to (i) deliver certificates for such Series A Notes to the Company, or transfer ownership of such Series A Notes on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the ScanSoftorder of, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copiesCompany; and (cii) present such Series A Notes for transfer on the truth, accuracy and completeness books of the informationCompany and receive all benefits and otherwise exercise all rights of beneficial ownership of such Series A Notes, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 5,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans are validly authorized shares of Common Stock and, when issued all in accordance with the provisions terms of the PlansExchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Series A Notes tendered hereby and that the Company will be legally issuedacquire good and unencumbered title thereto, fully paid free and nonassessableclear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. We hereby consent THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY SERIES B NOTES ACQUIRED IN EXCHANGE FOR SERIES A NOTES TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH SERIES B NOTES, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH SERIES B NOTES AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Series B Notes. If the undersigned is a broker-dealer that will receive Series B Notes, it represents that, except to the filing extent indicated at the bottom of this opinion the preceding page, the Series A Notes to be exchanged for Series B Notes were acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, and it acknowledges that it will deliver a prospectus in connection with any resale of such Series B Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are "expertsunderwriter" within the meaning of such term as used in the Securities Act Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF SERIES B NOTES RECEIVED IN EXCHANGE FOR SERIES A NOTES THAT WERE ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of 1933the Series A Notes tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Series A Notes when, as amendedand if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Series A Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, or the rules and regulations of the Securities and Exchange Commission issued thereunder, certificates for any such unaccepted Series A Notes will be returned (except as noted below with respect to any part tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the Registration Statementundersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, including personal representatives, successors and assigns. The undersigned understands that tenders of Series A Notes pursuant to the procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any Series A Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Series A Notes tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and any certificates for Series A Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any Series A Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Series A Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Series A Notes so tendered. Holders of Series A Notes who wish to tender their Series A Notes and (i) whose Series A Notes are not immediately available, or (ii) who cannot deliver their Series A Notes, this opinion as an exhibit Letter of Transmittal or otherwiseany other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Series A Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer - Guaranteed Delivery Procedures". Very truly yoursSee Instruction 1 regarding the completion of the Letter of Transmittal printed below. PLEASE SIGN HERE WHETHER OR NOT SERIES A NOTES ARE BEING PHYSICALLY TENDERED HEREBY X __________________________________________ ________ DATE X __________________________________________ ________ SIGNATURE(S) OF REGISTERED HOLDER(S) DATE OR AUTHORIZED SIGNATORY AREA CODE AND TELEPHONE NUMBER: _________________________ THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF SERIES A NOTES AS THEIR NAME(S) APPEAR(S) ON THE SERIES A NOTES OR, /s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional CorporationIF THE SERIES A NOTES ARE TENDERED BY A PARTICIPANT IN DTC, AS SUCH PARTICIPANT'S NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE SERIES A NOTES, OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SERIES A NOTES TO WHICH THIS LETTER OF TRANSMITTAL RELATES ARE HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST (i) SET FORTH HIS OR HER FULL TITLE BELOW AND (ii) UNLESS WAIVED BY THE COMPANY, SUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY SO TO ACT. SEE INSTRUCTION 4 REGARDING THE COMPLETION OF THIS LETTER OF TRANSMITTAL PRINTED BELOW. NAME(S): ____________________________________________________________________ ____________________________________________________________________ (PLEASE PRINT) CAPACITY: ____________________________________________________________________ ADDRESS: ____________________________________________________________________ ____________________________________________________________________ (INCLUDE ZIP CODE) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION: (IF REQUIRED BY INSTRUCTION 4) ____________________________________________________________________ (AUTHORIZED SIGNATURE) ____________________________________________________________________ (TITLE) ____________________________________________________________________ (NAME OF FIRM) DATED:___________________________________, 199_ FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER