Exhibit 5
                                                                       ---------
April 2, 2002



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

Re:      InterTrust Technologies Corporation (the "Company")
         Registration Statement for an aggregate of 3,700,000 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) 3,000,000 shares of Common
Stock available for issuance under the 1999 Equity Incentive Plan and (ii)
700,000 shares of Common Stock available for issuance under the 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 1999 Equity
Incentive Plan and 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
- ------------------------------------------------------------------
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP