INDEX TO EXHIBITS
Exhibit Document Description
Number --------------------
-------
4.1 Fourth Amended and Restated Certificate of Incorporation, as
filed July 7, 1993 with the Secretary of State of Delaware
(incorporated by reference to Exhibit 3.1 to the Company's
quarterly report filed on Form 10-Q for the three months ended
June 30, 1993).
4.2 Bylaws of the Company as adopted by the Board of Directors of
the Company effective as of June 11, 1989 (incorporated by
reference to Exhibit 3.3 to the Company's Registration Statement
on Form S-1, File No. 33-45876, as amended).
4.3 Amendment to Bylaws of the Company as adopted by the Board of
Directors of the Company effective as of April 28, 1992
(incorporated by reference to Exhibit 19.1 to the Company's
Quarterly Report on Form 10-Q for the three months ended March
31, 1992).
4.4 Amendment to the Bylaws of the Company as adopted by the Board
of Directors of the Company effective as of July 10, 1996
(incorporated by reference to Exhibit 4.5 to the Company's
Current Report on Form 8-K dated July 10, 1996).
4.5 Specimen Certificate for the Common Stock (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement
on Form S-1, File No. 33-45876, as amended).
4.6 Rights Agreement dated as of July 10, 1996 between VTEL
Corporation and First National Bank of Boston, which includes
the form of Certificate of Designations for Designating Series A
Preferred Stock, $.01 par value, the form of Rights Certificate,
and the Summary of Rights to Purchase Series A Preferred Stock,
$.01 par value, the form of Rights Certificate, and the Summary
of Rights to Purchase Series A Preferred Stock (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form
8-K dated July 10, 1996).
4.7 Forgent Networks, Inc. 1996 Stock Option Plan (f/k/a VTEL
Corporation 1996 Stock Option Plan) (incorporated by reference
to the Company's Registration Statement on Form S-8, File No.
333-28499)
4.8* Amendment No. 2 to the Forgent Networks, Inc. 1996 Stock Option
Plan
5.1* Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1* Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2* Consent of Ernst & Young LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
_________
* Filed herewith.
Exhibit 4.8
AMENDMENT NO. 2
TO THE
FORGENT NETWORKS, INC.
1996 STOCK OPTION PLAN
The Board of Directors of Forgent Networks, Inc. (formerly VTEL
Corporation) (the "Company") has approved the amendment specified below to the
Forgent Networks, Inc. 1996 Stock Option Plan (the "Plan"). Such amendment was
approved by the stockholders of the Company at a Special Meeting held on January
14, 2002.
Section 3 of the Plan was amended to read in its entirety as follows:
"3. Stock Subject to the Plan. Subject to the provisions of
Section 11 of the Plan, the aggregate number of Shares which may be
optioned and sold under the Plan is three million and eight hundred
thousand (3,800,000), plus Reacquired Shares. The Shares may be
authorized, but unissued, or reacquired.
If Shares are received by the Company in connection
with the exercise of an Option hereunder by the delivery of Shares (if
authorized), or if an Option should expire or become unexercisable for
any reason without having been exercised in full, such Shares received,
or remaining unpurchased, shall be available for future grant under the
Plan."
Exhibit 5.1
[JENKENS & GILCHRIST LETTERHEAD]
November 4, 2003
Forgent Networks, Inc.
108 Wild Basin Road
Austin, Texas 78746
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Forgent Networks, Inc., a Delaware
corporation (formerly VTEL Corporation) (the "Corporation"), in connection with
the preparation of the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission on or about
November 4, 2003, under the Securities Act of 1933, as amended (the "Securities
Act"), relating to 1,100,000 shares of the $.01 par value common stock (the
"Common Stock") of the Corporation that may be offered through the Forgent
Networks, Inc. 1996 Stock Option Plan (f/k/a VTEL Corporation 1996 Stock Option
Plan) (the "Plan").
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Certificate of Incorporation and the Bylaws of the Corporation, as
amended; (2) minutes and records of the corporate proceedings of the Corporation
with respect to the establishment of the Plan, the reservation of 1,100,000
shares of Common Stock to be issued under the Plan and to which the Registration
Statement relates, the issuance of shares of Common Stock pursuant to the Plan
and related matters; (3) the Registration Statement and exhibits thereto,
including the Plan; and (4) such other documents and instruments as we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate of Incorporation, the Bylaws,
minutes, records, resolutions and other documents or writings of the
Corporation, we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Corporation and
upon documents, records and instruments furnished to us by the Corporation,
without independent check or verification of their accuracy.
Based upon our examination and consideration of, and reliance on, the
documents and other matters described above, we are of the opinion that the
Corporation presently has available at least 1,100,000 shares of authorized but
unissued shares of Common Stock and/or treasury shares of Common Stock. From
these shares of Common Stock, the shares of Common Stock proposed to be sold
through the Plan may be issued. Assuming that: (i) shares to be sold in the
future through the Plan are all in accordance with the terms of the Plan, (ii)
the shares of Common Stock to be issued in the future are duly issued in
accordance with the terms of the Plan, (iii) the Corporation maintains an
adequate number of authorized but unissued shares and/or treasury shares of
Common Stock available for issuance to those persons who purchase shares through
the Plan, and (iv) the consideration for shares of Common Stock issued pursuant
to the Plan is actually received by the Corporation as provided in the Plan and
exceeds the par value of such shares, then the shares of Common Stock issued in
accordance with the terms of the Plan or sold through and in accordance with the
terms of the Plan will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ L. Steven Leshin
----------------------------------
L. Steven Leshin
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements pertaining to various employee benefit plans of Forgent Networks,
Inc. (Form S-8 Nos. 333-77733, 333,44533, 333-48885, 333-28499, 333-51822,
333-64212, 333-65472, 333-65464, 333-95754 and 333-65478) of our report dated
September 9, 2003, with respect to the amended consolidated financial statements
and schedule of Forgent Networks, Inc. included in its Annual Report (Form
10-K) for the year ended July 31, 2003.
Austin, Texas
October 29, 2003 /s/ Ernst & Young LLP
--------------------------
