June 9, 2000
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Re: V-ONE Corporation
Registration Statement On Form S-8
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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-8 ("Registration Statement")
under the Securities Act of 1933, as amended, covering 2,500,000 shares of
common stock, $0.001 par value per share ("Common Stock"), of the Corporation
issuable pursuant to the Corporation's 1998 Incentive Stock Plan ("1998 Plan").
We have examined copies of the Registration Statement, the Prospectus
forming a part thereof, the Certificate of Incorporation and By-Laws 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.
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V-ONE Corporation
June 9, 2000
Page 2
Based on the foregoing, we are of the opinion that the 2,500,000 shares of
Common Stock issuable pursuant to the 1998 Plan, when issued in accordance with
the terms of the 1998 Plan, will be duly and validly issued by the Corporation,
fully paid and non-assessable.
We hereby consent to your filing a copy of this Opinion as an exhibit to
said Registration Statement.
Very truly yours,
/s/ KIRKPATRICK & LOCKHART LLP
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Kirkpatrick & Lockhart LLP
