Exhibit 5
                                                                       ---------

                               September 12, 2001

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

         Re:      InterTrust Technologies Corporation (the "Company")
                  Registration Statement for an aggregate of 60,106 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 60,106 shares of
Common Stock available for issuance upon the Company's assumption of the options
granted under the Zero Gravity Technologies Corporation 2000 Stock Incentive
Plan. We advise you that, in our opinion, when such shares have been issued and
sold pursuant to the applicable provisions of the Zero Gravity Technologies
Corporation 2000 Stock Incentive 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

                   Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP