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Exhibit 5.2
[LETTERHEAD OF PALMER & DODGE LLP]
September 27, 2000
Dataware Technologies, Inc.
One Canal Park
Cambridge, MA 02141
Reference is made to our opinion dated May 17, 2000 and included as Exhibit
5.1 to the Registration Statement on Form S-3 (Commission File No. 333-37248)
(the "Registration Statement") filed on May 17, 2000 by Dataware Technologies,
Inc. (the "Company"), a Delaware corporation, with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). We are rendering this supplemental opinion in connection
with the prospectus supplement (the "Prospectus Supplement") and base prospectus
(the "Base Prospectus") filed on or about September 27, 2000 by the Company with
the Commission pursuant to Rule 424 under the Securities Act. The Prospectus
Supplement relates to the offering by the Company of up to 106,631 shares of the
Company's Common Stock, $0.01 par value per share (the "Shares"), which Shares
are covered by the Registration Statement. We understand that the Shares are to
be offered and sold in the manner described in the Prospectus Supplement.
We have acted as your counsel in connection with the preparation of the
Registration Statement, the Prospectus Supplement and the Base Prospectus. We
are familiar with the proceedings of the Board of Directors of the Company in
connection with the authorization, issuance and sale of the Shares. We have
examined such other documents as we consider necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued and delivered by the Company against payment
therefore as contemplated by the Prospectus Supplement, will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as a part of the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Base Prospectus.
Very truly yours,
/s/ Palmer & Dodge LLP
Palmer & Dodge LLP
