FORM OF LEGAL OPINION
                                      OF
                             WERBEL & CARNELUTTI
                          A Professional Corporation


                                              December ___, 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-3, to be
filed on or about  December 6, 1996 (the  "Registration  Statement"),  under the
Securities Act of 1933, as amended (the "Act"),  covering  920,478 shares of the
Company's Common Stock, par value $.01 per share (the "Shares").

       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,