OPINION OF TENZER GREENBLATT LLP




                                    October 31, 1996



Excalibur Technologies Corporation
1921 Gallows Road, Suite 200
Vienna, VA  22182


Dear Sirs:

            We are acting as counsel to Excalibur Technologies  Corporation (the
"Company")  in  connection  with the  Registration  Statement on Form S-8, to be
filed on or about  November 1, 1996 (the  "Registration  Statement"),  under the
Securities Act of 1933, as amended (the "Act"), covering 1,250,000 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"), which are being
offered pursuant to certain compensation plans of the Company.

            We  have  examined  the  originals,   or  certified,   conformed  or
reproduction copies, of all such records, agreements,  instruments and documents
as we have deemed relevant or necessary as the basis for the opinion hereinafter
expressed.  In all such  examinations,  we have assumed the  genuineness  of all
signatures  on original or certified  copies and the  conformity  to original or
certified  copies of all copies  submitted to us as conformed  ore  reproduction
copies. As to various questions of fact relevant to such opinion, we have relied
upon, and assumed the accuracy of,  certificates and oral or written  statements
and other information of or from public officials,  officers or  representatives
of the Company, and others.

            Based upon the  foregoing,  we are of the opinion that upon issuance
the  Shares  will  have  been  validly   issued  and  fully  paid  and  will  be
non-assessable shares of Common Stock of the Company.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                        Very truly yours,



                                      TENZER GREENBLATT LLP