OPINION OF HELLER EHRMAN LLP
January 12, 2007
Convera Corporation
1921 Gallows Road, Suite 200
Vienna, VA 22182
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Convera Corporation., a Delaware corporation
(the "Company"), in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement"), filed by the Company on
the date hereof with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), with respect to the registration of a total
of 3,000,000 shares of common stock of the Company, $0.01 par value per share
(the "Shares") reserved for issuance under the Company's Amended and Restated
2000 Stock Option Plan (the "Plan"). All capitalized terms used in this opinion
and not otherwise defined shall have the respective meanings ascribed to them in
the Registration Statement.
In our capacity as counsel and in connection with the rendering of the
opinions set forth below, we have examined originals or photostatic copies,
certified or otherwise authenticated to our satisfaction, of the Company's
Amended and Restated Certificate of Incorporation, By-laws, as amended,
resolutions of the Board of Directors of the Company, the Registration Statement
and exhibits thereto and the related prospectus, the Plan and such other
documents, instruments and records as we deemed necessary or appropriate for
purposes of rendering this opinion.
In rendering this opinion, we have assumed and relied upon, without
independent investigation, other than the inquiry referred to above, (i) the
authenticity, completeness, truth and due authorization, execution and delivery
of all documents submitted to us as originals, (ii) the genuineness of all
signatures on all documents submitted to us as originals, and (iii) the
conformity to the originals of all documents submitted to us as certified or
photostatic copies. As to certain factual matters, we have relied, without any
investigation, upon the accuracy of certain of the representations and
warranties in the certificates of certain officers of the Company and upon the
accuracy of the statements contained in the Registration Statement and in
certificates of public officials referred to above.
The laws covered by the opinions expressed herein are limited to (a) the
federal law of the United States and (b) the Delaware General Corporations Law.
This opinion is given only with respect to laws and regulations presently
in effect. We assume no obligation to advise you of any changes in law or
regulation which may hereafter occur, whether the same are retroactively or
prospectively applied, or to update or supplement this letter in any fashion to
reflect any facts or circumstances which hereafter come to our attention.
Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered, issued and sold, (ii) the Shares
to be sold are issued in accordance with the terms of the applicable Plan, (iii)
the Company receives the full consideration for the Shares as stated in the
applicable Plan, (iv) the per share consideration for each Share includes
payment of cash or other lawful consideration at least equal to the par value of
the Company's Common Stock, and (v) all applicable securities laws are complied
with, it is our opinion that the Shares covered by the Registration Statement,
when issued and sold by the Company, after payment therefore in the manner
provided in the applicable Plan and the Registration Statement, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement.
This is a legal opinion only and not a guaranty or warranty of the matters
discussed herein. It is understood that this opinion speaks as of the date given
and is limited to the laws in effect as of the date hereof and we undertake no
obligation to update this opinion (including, without limitation, by reason of
any events or circumstances, including changes in law, occurring) or to advise
you of any change of any matters stated herein, whether legal or factual, after
the date hereof. The foregoing opinion is qualified in its entirety by the fact
that we do not assume any responsibility for the accuracy, completeness or
fairness of any statement contained in the Registration Statement or the
prospectus.
Very truly yours,
/s/ Heller Ehrman LLP