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EXHIBIT 5.2
[LETTERHEAD OF PALMER & DODGE LLP]
August 31, 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 August 31, 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 (i) 350 shares of 8% Series
C Convertible Preferred Stock, $0.01 par value per share ("Preferred Shares"),
(ii) Common Stock Purchase Warrants ("Warrants") exercisable for up to 362,500
shares of the Company's Common Stock, $0.01 par value per share, and (iii) up to
2,504,895 shares of the Company's Common Stock ("Underlying Shares") issuable
upon conversion of the Preferred Shares and exercise of the Warrants,
respectively. The Preferred Shares, the Warrants, and the Underlying Shares
(collectively, the "Securities") are covered by the Registration Statement. We
understand that the Preferred Shares Shares and the Warrants are to be offered
and sold, and the Underlying Shares to be issued, in the manner, respectively,
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 Securities. We have
examined such other documents as we consider necessary to render this opinion.
Based upon the foregoing, we are of the opinion that (i) the Preferred
Shares and the Warrants have been duly authorized and, when issued and delivered
against payment therefore as contemplated by the Prospectus Supplement, will be
validly issued, fully paid and non-assessable and (ii) the Underlying Shares
have been duly authorized and, when issued and delivered upon conversion of the
Preferred Shares or exercise of the Warrants, respectively, as contemplated by
the Prospectus Supplement, will be validly issued, fully paid and non-
assessable.
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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
