[FIELD FISHER WATERHOUSE LETTERHEAD]



                                                 

Gentia Software plc
Tuition House
St. George's Road
Wimbledon
London
SW19 4EU

20, November 1998

Dear Sirs,

We have acted as English legal advisers to Gentia Software plc (the "Company"),
a public limited company incorporated in England and Wales, with respect to the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed by the Company with the U.S. Securities and Exchange Commission on or
about 23, November 1998, in connection with the registration by the Company,
under the Securities Act of 1933, as amended, of an aggregate of 3,090,000
ordinary shares, par value (pound) 0.15 per share (the "Shares"), issuable
pursuant to the Company's 1996 Equity Incentive Plan (the "Plan").

We have examined, among other things, originals and/or copies of such documents,
certificates and records as we have deemed necessary and appropriate for the
purpose of preparing this opinion.

We have assumed without investigation the authenticity and completeness of all
documents submitted to us as originals or copies, the genuineness of all
signatures and the conformity to original documents of all copies.

We have assumed that at the date of allotment of any Shares under the Plan the
Company is solvent and the Company has not by such date passed a voluntary
winding-up resolution, no petition has been presented or order made for the
winding-up, dissolution or administration of the Company and no receiver,
administrative receiver, administrator or similar officer has been appointed in
relation to the Company or any of its assets by the date of such allotment.

We have also made such examination of English law as we have felt necessary in
order to render this opinion. We have made no investigation, and express no
opinion, as to any law other than English law in force at and as interpreted at
the date of this opinion. We are not qualified to, and we do not, express an
opinion on the laws of any other jurisdiction.






Based on the foregoing and the following restrictions, we are of the opinion
that the board of directors of the Company has authority to allot the Shares
and, when allotted by the board of directors in accordance with the terms of the
Plan, the Shares will be legally issued, fully paid, and not subject to any
calls under the laws of England and Wales.

The following restrictions apply to the opinion given in the preceding
paragraph:

1.       We have assumed that the board of directors will allot the Shares in
         accordance with all necessary procedures contained in English law and
         the Company's Articles of Association.

2.       We have assumed that upon allotment the directors will duly
         enter the allotee's name in the register of members.

3.       The directors' authority to allot shares, given by ordinary
         resolution on 21 September 1998, is for a period of 5 years
         from 21 September 1998.

4.       The board of directors has expressed its intention to seek a
         renewal of this authority annually but, if the renewal is
         not obtained, it will lapse after 5 years from the above
         date or on the expiry date of the last subsequent renewal of
         authority.

5.       The Company has by special resolution disapplied statutory pre-emption
         rights on allotment of shares for the term of the above authority. The
         disapplication of pre-emption rights ceases to have effect if the
         authority to allot shares lapses. The period for which any renewal of
         this disapplication can be made is limited to such period which, at the
         time of such renewal, is equal to the period of the directors'
         authority to allot shares.

6.       The Company presently has sufficient authorized unissued share capital
         to issue the Shares. If the Company issues ordinary shares so that the
         balance of ordinary shares of (pound) 0.15 each contained in its
         authorised unissued share capital is less than the number of Shares,
         then the directors of the Company will not have the authority to allot
         the excess Shares.

7.       It is open to a Company to change its articles of association by
         special resolution and/or to change its authorized share capital by
         ordinary resolution. It is also open to a Company by ordinary
         resolution to revoke the directors' authority to allot shares and by
         special resolution to revoke the disapplication of statutory
         pre-emption rights. Such changes could mean that the directors of the
         Company will not have or will have limited authority to allot the
         Shares and could remove the statutory disapplication of pre-emption
         rights or create non statutory pre-emption rights.






8.       We have assumed that the Company has not, without our
         knowledge, held any general meetings of Shareholders since
         21 September 1998.

9.       We have relied upon a statement of fact from the Company that the board
         of directors has not, without our knowledge, allotted, or entered into
         any unconditional contract to allot, any shares under its authority
         since 27 September 1998 which would result in the Company not having
         sufficient authorized unissued share capital to issue the Shares.

We give no opinion as to the application of United States federal or state laws,
including the "Blue Sky" or securities laws of the various states.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This opinion is to be governed by and constructed in
accordance with English law.

Yours faithfully,

/s/ Field Fisher Waterhouse