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July 31, 2000
Interwoven, Inc.
1195 W. Fremont Avenue #2000
Sunnyvale, California 94087
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Interwoven, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") on or about July 31, 2000 in connection with the registration
under the Securities Act of 1933 of an aggregate of 16,929 shares of the
Company's Common Stock (the "Stock"), subject to issuance by the Company upon
the exercise of stock options granted by Neonyoyo, Inc. under its 2000 Stock
Plan, as amended (the "Plan"), that were assumed by the Company as of July 18,
2000.
In rendering this opinion, we have examined the following:
(1) the Company's Third Amended and Restated Certificate of Incorporation,
certified by the Delaware Secretary of State on October 14, 1999.
(2) the Company's bylaws, certified by the Company's Secretary on
September 20, 1999.
(3) the Company's registration statement on Form 8-A filed with the
Commission on September 20, 1999, together with the order of
effectiveness issued by the Commission therefor on October 7, 1999.
(4) the Registration Statement, together with the Exhibits filed as a part
thereof or incorporated therein by reference, which include but are
not limited to the Plan and the documents and agreements entered into
pursuant to the Plan.
(5) the Prospectuses prepared in connection with the Registration
Statement.
(6) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in the
Company's minute books that are in our possession (the "Minute Book
Contents").
(7) the stock records that the Company has provided to us (consisting of a
certificate from the Company's transfer agent of even date herewith
verifying the number of the Company's issued and outstanding shares of
capital stock as of the date hereof and a list of option and warrant
holders respecting the Company's capital stock
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and of any rights to purchase capital stock that was prepared by the
Company and dated July 31, 2000 verifying the number of such issued
and outstanding securities).
(8) The Agreement and Plan of Merger (the "Merger Agreement") dated July
10, 2000 among the Company, Neonyoyo, Inc. and Agnes Pak, as the
Representative of the Stockholders, pursuant to which Neonyoyo, Inc.
was merged with and into the Company in a statutory merger (the
"Merger"), with the Company continuing as the surviving corporation in
the Merger.
(9) The Certificate of Merger filed with the Delaware Secretary of State
on July 18, 2000.
(10) The Non-Competition Agreements, Investment Representation Letters,
Continuation Agreements, and Amended and Restated Restricted Stock
Purchase Agreements executed pursuant to the Merger Agreement.
(11) The minutes of a meeting of the Company's Board of Directors held on
July 10, 2000, which approved the Merger, the filing of the
Registration Statement and the sale and issuance of the Stock
registered thereunder.
(12) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
authorization, execution and delivery of all documents where due authorization,
execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records and documents
referred to above. We have made no independent investigation or other attempt
to verify the accuracy of any of such information or to determine the existence
or non-existence of any other factual matters; however, we are not aware of any
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facts that would cause us to believe that the opinion expressed herein is not
accurate.
We are admitted to practice law in the State of California, and we render
this opinion only with respect to, and express no opinion herein with respect to
the application or effect of the laws of any jurisdiction other than, the
existing laws of the United States of America of the State of California and,
with respect to the validity of corporate action and the requirements for the
issuance of stock, of the State of Delaware.
Based upon the foregoing, it is our opinion that the 16,929 shares of Stock
that may be issued and sold by the Company upon the exercise of stock options
granted by Neonyoyo, Inc. under the Plan, when issued, sold and delivered in
accordance with the Plan and purchase agreements to be entered into thereunder
and in the manner and for the consideration stated in the Registration Statement
and the relevant Prospectus, will be validly issued, fully paid and
nonassessable.
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We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with issuance and
sale of shares in subject to the Registration Statement and is not to be relied
upon for any other purpose.
Very truly yours,
/s/ Fenwick & West LLP
