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Exhibit 5
June 30, 2000
10720-0000
IntelliCorp, Inc.
1975 El Camino Real West
Mountain View, California 94040
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to IntelliCorp, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") which the Company proposes to file with the Securities
and Exchange Commission on June 30, 2000 for the purpose of registering under
the Securities Act of 1933, as amended, 1,545,002 shares of its Common Stock,
par value $.001 (the "Shares") pursuant to the Letter Agreements between
Wechsler & Co., Inc, ICI American Holdings, Inc., Zeneca Holdings, Inc.,
Delaware State Employees Retirement Fund and the Company, dated March 31, 1999
(the "Letter Agreements").
We have assumed the authenticity of all records, documents and
instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
records, documents and instruments submitted to us as copies.
In rendering our opinion, we have examined the following records,
documents and instruments:
(a) The Certificate of Incorporation of the Company, certified by the
Delaware Secretary of State as of June 29, 2000, and certified to us by
an officer of the Company as being complete and in full force as of the
date of this opinion;
(b) The Bylaws of the Company certified to us by an officer of the Company
as being complete and in full force and effect as of the date of this
opinion;
(c) A Certificate of an officer of the Company (i) attaching records
certified to us as constituting all records of proceedings and actions
of the Board of Directors, including any committee thereof, and
stockholders of the Company relating to the Shares, and the Registration
Statement, and (ii) certifying as to certain factual matters;
(d) The Registration Statement;
(e) The Letter Agreements; and
(f) A letter from Chase Mellon Shareholder Services, the Company's transfer
agent, dated June 29, 2000, as to the number of shares of the Company's
Common Stock that were outstanding on June 28, 2000.
This opinion is limited to the federal law of the United States of
America and the General Corporation Law of the State of Delaware, and we
disclaim any opinion as to the laws of any other jurisdiction. We further
disclaim any opinion as to any other statute, rule, regulation, ordinance, order
or other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law as
we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains
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effective during the period when the Shares are offered and issued, (ii) the
full consideration stated in the Letter Agreements for each Share is received
and that such consideration in respect of each Share includes payment of cash or
other lawful consideration at least equal to the par value thereof, (iii)
appropriate certificates evidencing the Shares are executed and delivered by the
Company, and (iv) all applicable securities laws are complied with, it is our
opinion that when issued by the Company, in the manner provided in the Letter
Agreement and the Registration Statement, the Shares will be legally issued,
fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior written consent. We disclaim
any obligation to advise you of any change of law that occurs, or any facts of
which we may become aware, after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ehrman White & McAuliffe
