Exhibit 5.01


                              OPINION RE: LEGALITY


                                                 November 24, 1997


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

      Re:   Registration Statement on Form S-8
            Excalibur Technologies Corporation
            ----------------------------------

Gentlemen:

      We have acted as counsel to Excalibur Technologies Corporation, a Delaware
corporation  (the "Company"),  in connection with the Registration  Statement on
Form S-8 under the  Securities  Act of 1933,  as  amended,  of an  aggregate  of
400,000  shares of the  Company's  Common  Stock,  par value $.01 per share (the
"Common  Stock"),  reserved for issuance under the Company's 1995 Incentive Plan
(the "Plan").

      We have examined the proceedings  taken by you in connection with the sale
and issuance of the Common Stock under the Plan. In such  examinations,  we have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
submitted to us as originals,  the  conformity  to the originals  thereof of all
documents   submitted  to  us  as  certified  or  photostatic  copies,  and  the
authenticity of the originals of such latter documents. As to any facts material
to our opinion,  we have relied on the representations of executive officers and
other representatives of the Company.

      It is our opinion that,  when issued and sold in the manner referred to in
the Plan,  the Common Stock will be legally and validly  issued,  fully paid and
non-assessable.

      This opinion is rendered  solely for your benefit in  connection  with the
transaction  described above. This opinion may not be used or relied upon by any
other person without our prior written consent.









      We  consent to the use of this  opinion as an exhibit to the  Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration  Statement,  including any prospectus  constituting a part thereof,
and any amendments thereto.

                                                Very truly yours,

                                                WERBEL & CARNELUTTI
                                                A Professional Corporation