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                   [GRAY CARY WARE & FREIDENRICH LETTERHEAD]
                                               
                                                                       EXHIBIT 5


                                                                    Our File No.
                                                                  1220335-903600
                                                     May 8, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         RE:      VERITY, INC. REGISTRATION STATEMENT ON FORM S-8 REGISTERING
                  SHARES ISSUABLE UNDER THE VERITY, INC. 1996 NONSTATUTORY STOCK
                  OPTION PLAN

Ladies and Gentlemen:

                  As legal counsel for Verity, Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 300,000 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant to
the exercise of options granted under the Verity, Inc. 1996 Nonstatutory Stock
Option Plan (the "Plan").

                  We have examined all instruments, documents and records which
we deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.

                  We are admitted to practice only in the State of California
and we express no opinion concerning any law other than the law of the State of
California, the corporation laws of the State of Delaware and the federal law of
the United States.



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Securities and Exchange Commission
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                  As to matters of Delaware corporation law, we have based our
opinion solely upon our examination of such laws and the rules and regulations
of the authorities administering such laws, all as reported in standard,
unofficial compilations. We have not obtained opinions of counsel licensed to
practice in jurisdictions other than the State of California.

                  Based on such examination, we are of the opinion that the
300,000 shares of Common Stock which may be issued upon exercise of options
granted under the Plan are duly authorized shares of the Company's Common Stock,
and, when issued against payment of the purchase price therefor in accordance
with the provisions of the Plan, will be validly issued, fully paid and
non-assessable.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement referred to above and the use of our name wherever
it appears in said Registration Statement.

                                            Respectfully submitted,



                                            /s/ Gray Cary Ware & Freidenrich
                                            GRAY CARY WARE & FREIDENRICH
                                            A Professional Corporation