SPSS Inc – ‘S-4/A’ on 11/7/96 – EX-5.1

As of:  Thursday, 11/7/96   ·   Accession #:  950124-96-4753   ·   File #:  333-15427

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No.1 to Form S-4                           234   1.05M 
 2: EX-5.1      Opinion of Ross & Hardies                              2±     8K 
 3: EX-8.1      Opinion of Cooley Goodward LLP                         1      7K 
 4: EX-21.1     Subsidiaries of the Company                            1      5K 
 5: EX-99.1     Form of Proxy                                          2±     8K 

EX-5.1   —   Opinion of Ross & Hardies

EX-5.1
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                                                                   EXHIBIT 5.1

November 7, 1996  

SPSS Inc.                                                                       
444 N. Michigan Avenue                                                          
Chicago, Illinois  60611                                                        

Re:     Registration Statement on Form S-4                    

Ladies and Gentlemen:                                                           

      You have requested our opinion with respect to the offering and sale
of Common Stock pursuant to a Registration Statement on Form S-4 (the           
"Registration Statement") under the Securities Act of 1933, as amended (the     
"Act"), of up to an aggregate of approximately 357,000 shares of                
Common Stock, $.01 par value per share (the "Common Stock") of SPSS Inc.        
(the "Corporation").                                                            

  In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records, 
certificates of public officials and other instruments and have conducted such  
other investigations of fact and law as we have deemed relevant and necessary   
to form a basis for the opinions hereinafter expressed.  In conducting such     
examination, we have assumed (i) that all signatures are genuine, (ii) that all 
documents and instruments submitted to us as copies conform with the originals, 
and (iii) the due execution and delivery of all documents where due execution   
and delivery are a prerequisite to the effectiveness thereof.  As to any facts  
material to this opinion, we have relied upon statements and representations of 
officers and other representatives of the Corporation and certificates of       
public officials and have not independently verified such facts.                

    Based upon the foregoing, it is our opinion that the Common Stock,
when issued, will be legally issued, fully paid and non-assessable.             

     We express no opinion as to the laws of any jurisdiction other than
the State of Illinois, the United States of America, and, solely with respect   
to matters of corporate organization and authority, the General Corporation Law 
of the State of Delaware.  We are not admitted to the practice of law in the    
State of Delaware.  Insofar as the foregoing opinion relates to matters that    
would be controlled by the substantive laws of any jurisdiction other than the  
United States of America, the General Corporation Law of the State of Delaware  
(with respect to matters of corporate organization and authority) or the State  
of Illinois, we have assumed that the substantive laws of such jurisdiction     
conform in all respects to the internal laws of the State of Illinois.          

    We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement relating to the registration of approximately 357,000    
shares of Common Stock and to the use of our name as your counsel in connection 
with the Registration Statement and in the Proxy Statement/Prospectus forming a 
part thereof.                                                                   

                   Very truly yours,

                ROSS & HARDIES

                         By: /s/ T. Stephen Dyer
                              --------------------

                                 A Partner

Dates Referenced Herein

This ‘S-4/A’ Filing		Date		Other Filings
Filed on:		11/7/96		None on these Dates
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