December 3, 2002 RSA Security Inc. 174 Middlesex Turnpike Bedford,
Massachusetts 01730 RE: Registration Statement on Form S-8 Ladies and
Gentlemen: I am Assistant General Counsel of RSA Security Inc., a Delaware
corporation (the "Registrant"), and am issuing this opinion in connection
with the Registration Statement on Form S-8 (the "Registration Statement")
being filed by the Registrant with the Securities and Exchange Commission
(the "Commission") for the purpose of registering with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), 1,000,000
shares of the Registrant's common stock, par value $.01 per share (the
"Shares"), issuable upon the exercise of options granted under the
Registrant's Amended and Restated 1998 Non-Officer Employee Stock Incentive
Plan, as amended (the "Plan"). In this connection, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Registration Statement, (ii) the Plan, (iii) the
Third Restated Certificate of Incorporation and the Amended and Restated
By-laws of the Registrant, each as amended and as currently in effect, (iv)
certain resolutions adopted by the Board of Directors of the Registrant
relating to the issuance of the Shares and certain related matters and (v)
such other documents, certificates and records as I have deemed necessary
or appropriate as a basis for the opinions set forth herein. In such
examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents
submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. I also assume that
appropriate action will be taken, prior to the offer and sale of the Shares
in accordance with each of the Plans, to register and qualify the Shares
for sale under all applicable state securities or "blue sky" laws. As to
any facts material to the opinions expressed herein that I have not
independently established or verified, I have relied upon statements and
representations of officers and other representatives of the Registrant and
others. I am admitted to the Bar of the Commonwealth of Massachusetts and
do not purport to be an expert on, or express any opinion concerning, any
law other than the substantive law of the Commonwealth of Massachusetts,
the Delaware General Corporation Law and the federal laws of the United
States of America. Based upon and subject to the foregoing, I am of the
opinion that the Shares have been duly authorized for issuance and, when
the Shares have been paid for and certificates therefor have been issued
and delivered upon exercise of options in accordance with the terms of the
Plans as contemplated by the Registration Statement, the Shares will be
validly issued, fully paid and nonassessable.
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