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[STOEL RIVES LLP LETTERHEAD]
August 28, 2000
Board of Directors
Webridge, Inc.
1925 NW AmberGlen Parkway
Beaverton, OR 97006
We have acted as counsel for Webridge, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-1 (the "Registration Statement") under the Securities Act of
1933, as amended, covering 6,325,000 shares of Common Stock of the Company (the
"Shares") being sold by the Company, which number includes shares subject to an
overallotment option granted by the Company to the underwriters. We have
reviewed the corporate action of the Company in connection with this matter and
have examined the documents, corporate records and other instruments we deemed
necessary for the purpose of this opinion.
Based on the foregoing, it is our opinion that:
(i) The Company is a corporation existing and in good standing under
the laws of the State of Delaware;
(ii) The Shares have been duly authorized; and
(iii) When the Registration Statement, as it may be amended, has been
declared effective, the Shares, when issued and sold in the manner described in
the Registration Statement and in accordance with resolutions adopted by the
Board of Directors of the Company, and when payment therefor shall have been
received by the Company, will be legally issued, fully paid and nonassessable.
We consent to the use of our name in the Registration Statement and in
the Prospectus filed as a part thereof and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
STOEL RIVES LLP
