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EXHIBIT 5.01
November 2, 2000
Interwoven, Inc.
1195 W. Fremont Avenue
Sunnyvale, California 94087
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(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 November 2, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate 577,416 shares
of the Company's Common Stock (the "Shares"), issued by the Company in
connection with its acquisition of Neonyoyo, Inc., a Delaware corporation
("Neonyoyo"). The Shares may be sold on a delayed or continuous basis, as set
forth in the Registration Statement and associated prospectuses and prospectus
supplements, only by certain selling securityholders named in the Registration
Statement and the associated prospectuses and prospectus supplements (the
"Selling Stockholders").
In rendering this opinion, we have examined the following:
(1) the Company's Third Amended and Restated Certificate of
Incorporation filed with the Delaware Secretary of State on October 14,
1999;
(2) the Company's Restated Bylaws, amended as of September 20, 1999;
(3) resolutions adopted by the Company's board of directors at a meeting
held on July 10, 2000, approving the Company's acquisition of Neonyoyo and
the offer and sale of the Shares;
(4) the Registration Statement, together with the exhibits filed as a
part thereof or incorporated by reference therein;
(5) the prospectus prepared in connection with the Registration
Statement (the "Prospectus");
(6) 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 summary report of
currently outstanding options and warrants to purchase the Company's
capital stock, and shares reserved for issuance upon exercise of options
and warrants to be granted in the future, that was prepared by the Company
and dated of even date herewith;
(7) the Agreement and Plan of Merger dated July 10, 2000 between the
Company and Neonyoyo;
(8) a Selling Stockholder's Questionnaire completed and executed by each
Selling Stockholder; and
(9) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations (the "Management Certificate").
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
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. We have also assumed
that the certificates representing the Shares will be, when issued, properly
signed by authorized officers of the Company or their agents.
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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 and the representations and warranties made by
representatives of the Company to us; including but not limited to those set
forth in the Management Certificate. 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 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 concerning 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.
In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of the Shares, the Registration Statement
will have been declared effective under the Securities Act of 1933, as amended,
that the registration will apply to such Shares and will not have been modified
or rescinded and that there will not have occurred any change in law affecting
the validity or enforceability of the Shares.
The Company has informed us that the Selling Stockholders may offer and sell
the Shares from time to time on a delayed or continuous basis. This opinion is
limited to the laws, including the rules and regulations, as in effect on the
date hereof. We undertake no responsibility to monitor the Company's or the
Selling Stockholders' future compliance with applicable laws, rules or
regulations of the Commission or other governmental body. We also assume the
Company will timely file any and all supplements to the Registration Statement
and Prospectus as are necessary to comply with applicable laws in effect from
time to time.
Based upon the foregoing, it is our opinion that the 577,416 Shares to be
offered and sold by the Selling Stockholders pursuant to the Registration
Statement will be, when issued by the Company's transfer agent, validly issued,
fully paid and nonassessable.
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 the offer
and resale of the Shares and is not to be relied upon for any other purpose.
Very truly yours,
/s/ Fenwick & West LLP
