June 30, 2000
V-ONE Corporation
20250 Century Boulevard, Suite 300
Germantown, Maryland 20874
Re: V-ONE Corporation
Registration Statement on Form S-3
Ladies/Gentlemen:
We have acted as counsel to V-ONE Corporation, a Delaware corporation
("Corporation"), in connection with the preparation and filing of the
above-captioned Registration Statement on Form S-3, Registration Number
333-_____ ("Registration Statement"), under the Securities Act of 1933, as
amended, covering the resale of 250,000 shares of Common Stock, $0.001 par value
per share ("Common Stock"), of the Corporation payable as a dividend on the
Company's Series C Preferred Stock ("Series C Dividend Shares"), 93,092 of which
Series C Dividend Shares have been issued and 274,967 shares of Common Stock
held directly by Citrix Systems, Inc.
We have examined copies of the Registration Statement, the Prospectus
forming a part thereof, the Certificate of Incorporation and Bylaws of the
Corporation, each as amended to date, the minutes of various meetings and
unanimous written consents of the Board of Directors and the shareholders of the
Corporation, and original, reproduced or certified copies of such records of the
Corporation and such agreements, certificates of public officials, certificates
of officers and representatives of the Corporation and others, and such other
documents, papers, statutes and authorities as we deem necessary to form the
basis of the opinions hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the conformity to original
documents of all documents supplied to us as copies. As to various questions of
fact material to such opinions, we have relied upon statements and certificates
of officers and representatives of the Corporation and others.
Based on the foregoing, we are of the opinion that the 274,967 shares
of Common Stock held by Citrix Systems, Inc. and the 93,092 Series C Dividend
Shares issued are duly and validly issued, fully paid and nonassessable, and
that the remaining 156,908 Series C Dividend Shares, when issued in accordance
with the terms of the Series C Preferred Stock, will be duly and validly issued,
fully paid and nonassessable.
<PAGE>
V-ONE Corporation
June 30, 2000
Page 2
We hereby consent to the reference to our firm under the caption
"Legal Matters" in the Prospectus forming part of the Registration Statement and
to your filing a copy of this Opinion as an exhibit to said Registration
Statement.
Sincerely,
KIRKPATRICK & LOCKHART LLP
