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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
September 19, 2000
Viador Inc.
2000 Charleston Road,
Suite 1000
Mountain View, California 94043
Re: Viador Inc. - Registration Statement for Offering of an
Aggregate of 1,159,147 Shares of Common Stock
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Dear Ladies and Gentlemen:
We have acted as counsel to Viador Inc., a Delaware corporation (the
"Company"), in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 1,159,147 shares of
common stock (the "Shares") authorized for issuance in the aggregate under the
Company's 1999 Stock Incentive Plan and the 1999 Employee Stock Purchase Plan
(collectively, the "Plans").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
implementation of the Plans. Based on such review, we are of the opinion that,
if, as and when the Shares have been issued and sold (and the consideration
therefor received) pursuant to (a) the provisions of option agreements duly
authorized under the 1999 Stock Incentive Plan and in accordance with the
Registration Statement, or (b) duly authorized direct stock issuances under the
1999 Stock Incentive Plan effectuated in accordance with the Registration
Statement or (c) duly authorized stock purchase rights under the 1999 Employee
Stock Purchase Plan effectuated in accordance with the Registration Statement,
such Shares will be duly authorized, legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
