LEGAL OPINION
                                  OF
                          WERBEL & CARNELUTTI
                      A Professional Corporation


                                    December 23, 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, filed on
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 or 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,

                           WERBEL & CARNELUTTI

                           By /s/Robert H. Werbel
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