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                                    Exhibit 5

[Heller Ehrman White & McAuliffe LLP letterhead]
March 28, 2001






IntelliCorp, Inc.
1975 El Camino Real West
Mountain View, CA  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 March 28, 2001 for the purpose of
registering under the Securities Act of 1933, as amended, 9,079,881 shares of
its Common Stock, par value $0.001 (the "Shares"). 4,337,778 of the Shares (the
"Conversion Shares") are issuable upon conversion of the Series C Preferred
Stock of the Company, and 1,084,445 of the Shares (the "March Warrant Shares")
are issuable upon exercise of warrants (the "March Warrants") to purchase common
stock issued pursuant to the Series C Preferred Stock Purchase Agreement dated
March 8, 2001 (the "Preferred Purchase Agreement"). 1,000,000 of the Shares were
issued pursuant to the Common Stock Purchase Agreement dated September 29, 2000
(the "September Purchase Agreement"), and 250,000 of the Shares (the "September
Warrant Shares") are issuable upon exercise of warrants (the "September
Warrants") to purchase common stock issued pursuant to the September Purchase
Agreement. 600,000 of the Shares were issued pursuant to the Common Stock
Purchase Agreements dated December 28, 2000 (the "December Purchase Agreement").
In addition, an aggregate of 1,446,126 Shares were issued pursuant to the
Agreement for the Purchase and Sale of Common Stock dated March 30,1999, as
amended, (the "Letter Agreement") and 361,532 of the Shares (the "Letter Warrant
Shares") are issuable upon the exercise of warrants (the "Letter Warrants").

        The Preferred Purchase Agreement, the September Purchase Agreement,
December Purchase Agreement and the the Letter Agreement are collectively
referred to as the "Purchase Agreements". The March Warrant Shares, September
Warrant Shares and the Letter Warrant Shares are collectively referred to as the
"Warrant Shares". The

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March Warrants, September Warrants and the Letter Warrants are collectively
referred to as the "Warrants".

        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 Restated Certificate of Incorporation of the Company, as amended,
        certified by the Delaware Secretary of State as of March 22, 2001, 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 Certificate of Designation, Preferences and Rights of the Series C
        Preferred Stock of the Company, certified by the Delaware Secretary of
        State as of March 22, 2001, and 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) 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;

    (d) 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, the Purchase
        Agreements, the Warrants, and the Registration Statement, and (ii)
        certifying as to certain factual matters;

    (e) The Registration Statement;

    (f) The Purchase Agreements;

    (g) The Warrants; and

    (h) A letter from ChaseMellon Investor Services, the Company's transfer
        agent, dated as of March 22, 2001, as to the number of shares of the
        Company's Common Stock that were outstanding on March 21, 2001.

        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


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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 effective
during the period when the Shares are offered and issued, (ii) the full
consideration stated in the Purchase Agreements or Warrants, respectively, 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) the Shares are issued in accordance with the terms of the
Purchase Agreements or the Warrants, respectively, the resolutions authorizing
their issuance and the Registration Statement, (iv) appropriate certificates
evidencing the Shares are executed and delivered by the Company, and (v) all
applicable securities laws are complied with, it is our opinion that when issued
by the Company in the manner provided in the Purchase Agreements, the Warrants,
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 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/ Heller Ehramn White & McAuliffe LLP



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