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[Gray Cary Letterhead]
August 7, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: VANTAGEMED CORPORATION REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by VantageMed Corporation, a Delaware
corporation (the "Registrant" or "you"), with the Securities and Exchange
Commission on or about August 7, 2000, in connection with the registration under
the Securities Act of 1933, as amended, of an aggregate of 1,113,831 shares of
your Common Stock, par value $0.001 (the "Shares"), reserved for issuance
pursuant to the VantageMed Corporation 1998 Stock Option/Stock Issuance Plan, as
well as the 23,901 options assumed under the Brand Software Inc. Stock Option
Plan, the 72,908 options assumed under the Mariner Systems Inc. Stock Option
Plan, and the 17,022 options assumed under the Healthcare Information Systems
Plan (collectively, the "Plans").
We have examined all instruments, documents, and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
We express no opinion with respect to (i) the availability of equitable
remedies, including specific performance, or (ii) the effect of bankruptcy,
insolvency, reorganization, moratorium, or equitable principles relating to or
limited creditors' rights generally.
Based on such examination, and expressly subject to the assumptions and
limitations set forth above, we are of the opinion that the Shares will be, upon
effectiveness of the Registration Statement, the receipt by the Company of full
payment therefor in accordance with the provisions of the respective Plans, and
the due execution and delivery of the relevant Share certificates, validly
authorized, legally issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any subsequent amendment thereto.
Very truly yours,
GRAY CARY WARE & FREIDENRICH LLP
/s/ Gray Cary Ware & Freidenrich LLP
