Exhibit 5
                                                                       ---------

                                March 29, 2000

InterTrust Technologies Corporation
4750 Patrick Henry Drive
Santa Clara, California 95054

          Re:  InterTrust Technologies Corporation (the "Company")
               Registration Statement for
               an aggregate of 3,767,827 Shares of Common Stock

Ladies and Gentlemen:

     We refer to Registrant's registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of (i) 67,827 shares
of Common Stock available for issuance upon the Company's assumption of the
options granted under the Infinite Ink Corporation 1999 Stock Incentive Plan,
(ii) 3,000,000 shares of Common Stock available for issuance under the Company's
1999 Equity Incentive Plan, and (iii) 700,000 shares of Common Stock available
for issuance under the Company's 1999 Employee Stock Purchase Plan. We advise
you that, in our opinion, when such shares have been issued and sold pursuant to
the applicable provisions of the Infinite Ink Corporation 1999 Stock Incentive
Plan, the Company's 1999 Equity Incentive Plan and the Company's 1999 Employee
Stock Purchase Plan, and in accordance with the Registration Statement, such
shares will be validly issued, fully paid and nonassessable shares of the
Company's Common Stock.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

               Very truly yours,



               /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
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               Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP