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EXHIBIT 99.7
PERSONAL AND CONFIDENTIAL
July 14, 2000
Board of Directors
Active Software, Inc.
3333 Octavius Drive
Santa Clara, CA 95054
Re: Amendment No. 1 to Registration Statement (File No. 333 - 39572)
on Form S-4 of webMethods, Inc.
Ladies and Gentlemen:
Reference is made to our opinion letter dated May 20, 2000 with respect to the
fairness from a financial point of view to the holders of the outstanding shares
of Common Stock, par value $0.001 per share (the "Shares"), of Active Software,
Inc. (the "Company") of the exchange ratio of 0.527 shares of Common Stock, par
value $0.01 per share, of webMethods, Inc. ("webMethods") to be received for
each Share pursuant to the Agreement and Plan of Merger, dated as of May 20,
2000, among webMethods, AW Acquisition, Inc., a wholly-owned subsidiary of
webMethods, and the Company.
The foregoing opinion letter is provided for the information and assistance of
the Board of Directors of the Company in connection with its consideration of
the transaction contemplated therein and is not to be used, circulated, quoted
or otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement.
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Board of Directors
Active Software, Inc.
July 14, 2000
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In that regard, we hereby consent to the reference to the opinion of our Firm
under the caption "Summary - Opinions of financial advisers," "The Merger -
Active Software's reasons for the merger" and "The Merger - Opinions of Active
Software's financial advisers" and to the inclusion of the foregoing opinion in
the Joint Proxy Statement/Prospectus included in the above-mentioned
Registration Statement, as amended. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Goldman, Sachs & Co.
GOLDMAN, SACHS & CO.
