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EXHIBIT 5.01
[FENWICK & WEST, LLP LETTERHEAD]
April 9, 1999
Versant Corporation
6539 Dumbarton Circle
Fremont, California 94555
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-3 to
be filed by you with the Securities and Exchange Commission (the "SEC") on or
about April 9, 1999 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
3,175,586 shares of your Common Stock (the "Stock"), 945,586 of which have
already been issued, 1,880,000 shares of which are subject to issuance by you
upon the conversion of $3,619,000 aggregate principal amount of your convertible
secured subordinated promissory note (the "Note"), and 350,000 of which are
subject to issuance by you upon the exercise of outstanding warrants (the
"Warrants"). Each of these 3,175,586 shares of Stock may be sold only by certain
selling security holders named in the Registration Statement and in subsequent
amendments thereto (the "Selling Security holders"). The Stock is to be
registered for an offering on a delayed or continuous basis as set forth in the
Registration Statement, the prospectus contained therein and the supplements to
the prospectus.
In rendering this opinion, we have examined the following:
(1) your Amended and Restated Articles of Incorporation, as amended, and
Bylaws, each as filed with your registration on Form SB-2 (File Number
333-4910-LA) declared effective by the SEC on July 17, 1996;
(2) your registration statement on Form 8-A (File Number 000-22697) filed
with the SEC on May 31, 1996, together with the order of effectiveness
issued by the SEC therefor on July 17, 1996;
(3) the Registration Statement, together with the exhibits filed as a part
thereof, and the prospectuses prepared in connection with the
Registration Statement;
(4) the minutes of meetings and actions by written consent of the
shareholders and Board of Directors that are contained in your minute
books that are in our possession;
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(5) your statement as to the number, as of April 9, 1999, of (a)
outstanding shares of your common stock, (b) outstanding options,
warrants and rights to purchase common stock and (c) any additional
shares of common stock reserved for future issuance in connection with
your stock option and purchase plans and all other plans, agreements
or rights;
(6) oral verification from your transfer agent of the number of
outstanding shares of the your common stock as of the date hereof;
(7) your fiscal 1998 Annual Report on Form 10-KSB;
(8) a Management Certificate addressed to us and dated of even date
herewith executed by you containing certain factual and other
representations;
(9) The Stock Purchase Agreement dated as of July 30, 1998 under which
certain of the Selling Security Holders acquired the Stock to be sold
by them as described in the Registration Statement;
(10) The Note Purchase Agreement dated as of October 16, 1998 under which
one of the Selling Security Holders acquired the Stock to be sold by
it as described in the Registration Statement, together with the Note;
and
(11) The Stock and Warrant Purchase Agreement dated as of December 28, 1998
under which certain of the Selling Security Holders acquired the Stock
to be sold by them as described in the Registration Statement,
together with the Warrants (together with the documents listed in
items (9) and (10) above, the "Purchase Agreements").
By telephone call to the offices of the SEC, we have confirmed the
continued effectiveness of your registration under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the timely filing by you of all
reports required to be filed by you pursuant to Rules 13, 14 and 15 promulgated
under the Exchange Act.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all natural persons
executing the same, the lack of any undisclosed termination, modification,
waiver or amendment to any document reviewed by us and the due authorization,
execution and delivery of all documents where due authorization, execution and
delivery are prerequisites to the effectiveness thereof.
In rendering this opinion, we have also assumed that, at the time of any
issuance of any shares of Stock pursuant to the Registration Statement, the
number of shares of Stock so issued will not exceed that number of shares of
Stock obtained by subtracting from the number of shares of Stock then authorized
under the Articles of Incorporation: (a) the number of shares of Stock that are
then issued, and (b) the number of shares of Stock that are then reserved for
issuance pursuant to then outstanding commitments or obligations of Versant
Corporation.
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As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from public officials and
records referred to above. We have made no independent investigation or other
attempt to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; however, we are not
aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.
We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the application or effect of the laws of any
jurisdiction other than the existing laws of the United States of America and
the State of California.
In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of any shares of Stock, the Registration
Statement will have been declared effective under the Securities Act of 1933, as
amended, that the registration will apply to such shares of Stock and will not
have been modified or rescinded and that there will not have occurred any change
in law affecting the validity or enforceability of such shares of Stock.
You have informed us that you intend to issue the unissued Stock from time
to time on a delayed or continuous basis. This opinion is limited to the laws,
including the rules and regulations, as in effect on the date hereof. We are
basing this opinion on our understanding that, prior to issuing any Stock, you
will advise us in writing of the terms thereof and other information material
thereto, will afford us an opportunity to review the operative documents
pursuant to which such Stock is to be issued (including the Registration
Statement, the prospectus and the applicable prospectus supplement, as then in
effect) and will file such supplement or amendment to this opinion (if any) as
we may reasonably consider necessary or appropriate with respect to such Stock.
However, we undertake no responsibility to monitor your future compliance with
applicable laws, rules or regulations of the SEC or other governmental body. We
also assume you will timely file any and all supplements to the Registration
Statement and prospectus as are necessary to comply with applicable laws in
effect from time to time.
Based upon the foregoing assumptions, understandings and qualifications, we
are of the opinion that the up to 3,175,586 shares of Stock that may be sold by
the Selling Security Holders pursuant to the Registration Statement, when issued
pursuant to the applicable Purchase Agreement and evidenced by appropriate
certificates that have been properly executed and delivered, and when issued and
sold in accordance with and in the manner referred to in the relevant prospectus
associated with the Registration Statement, will be validly issued, fully paid
and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
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This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended solely for your use as an exhibit to the Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Barry J. Kramer
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Barry J. Kramer, a Partner
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