We have acted as counsel to
Rosetta Stone Inc., a Delaware corporation (the “Company”), in connection withthe registration under the Securities Act of 1933, as
amended (the “Securities Act”), of an aggregate of 4,151,521 shares of the
Company’s common stock, par value $0.00005 per share (the “Shares”) that are
reserved for issuance under Company’s 2006 Stock Incentive Plan and 2009
Omnibus Incentive Plan (collectively, the “Plans”) as described in the
Company’s Registration Statement on Form S-8 (as may subsequently be
amended, the “Registration Statement”).
In connection with the
foregoing, we have examined the Plans and originals or copies of such corporate
records of the Company, certificates and other communications of public
officials, certificates of officers of the Company and such other documents as
we have deemed relevant or necessary for the purpose of rendering the opinions
expressed herein. As to questions of fact material to those opinions, we have,
to the extent we deemed appropriate, relied on certificates of officers of the
Company and on certificates and other communications of public officials. We
have assumed the genuineness of all signatures on, and the authenticity of, all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies thereof, the due
authorization, execution and delivery by the parties thereto other than the
Company of all documents examined by us, and the legal capacity of each
individual who signed any of those documents.
Based upon the foregoing, we
are of the opinion that the Shares, when issued and sold in the manner referred
to in the Plans and pursuant to the agreements that accompany the Plans, will
be validly issued, fully paid and nonassessable.
The opinions expressed
herein are limited exclusively to applicable federal laws of the United States
of America and applicable provisions of, respectively, the Delaware
Constitution, the Delaware General Corporation Law and reported judicial
interpretations of such law, in each case as currently in effect, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
Houston • New York • Washington
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We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and the reference
to this firm wherever it appears in the Registration Statement. This consent is not to be construed as an
admission that we are a party whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.