EXHIBIT 5

[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA  94301-1825
Phone:  650-833-2000    Fax:  650-327-3699    www.graycary.com

June 14, 2002

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

Ladies and Gentlemen:

As legal counsel for Virage,  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  1,880,050  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 Virage,  Inc. 1997 Stock Option Plan and
2000 Employee Stock Purchase Plan (together, the "Plans").

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. 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 1,880,050  shares of
Common  Stock which may be issued upon  exercise  of options  granted  under the
Plans are duly authorized shares of the Company's Common Stock, and, when issued
against receipt of the consideration  therefor in accordance with the provisions
of the Plans, will be validly issued,  fully paid and  nonassessable.  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 LLP

GRAY CARY WARE & FREIDENRICH LLP