EXHIBIT 8.1
                   [ON THE LETTERHEAD OF FENWICK & WEST LLP]
                                ___________, 2003

BOARD OF DIRECTORS
VERSANT CORPORATION
6539 Dumbarton Circle
Fremont, CA 94555

            Re:   Exhibit Tax Opinion to the S-4 Registration Statement Filed in
                  Connection With the Merger Transaction Involving Versant
                  Corporation, Poet Holdings, Inc. and Puma Acquisition, Inc.

Ladies and Gentlemen:

            We have been requested to render this opinion concerning certain
matters of U.S. federal income tax law in connection with the proposed merger
(the "MERGER") involving Poet Holdings, Inc, a Delaware corporation ("POET"),
and Puma Acquisition, Inc., a Delaware corporation ("MERGER SUB") and a
wholly-owned subsidiary of Versant, Inc., a California corporation ("VERSANT").
The Merger is further described in and is in accordance with the Securities and
Exchange Commission Form S-4 Registration Statement filed on ___________, 2003,
and related Exhibits thereto, as thereafter amended at any time to and including
the date hereof (the "S-4 REGISTRATION STATEMENT"). This opinion has been
requested solely in connection with the filing of the S-4 Registration Statement
with the Securities and Exchange Commission with respect to the Merger.

            The Merger is structured as a statutory merger of Merger Sub with
and into Poet, with Poet surviving the merger and becoming a wholly-owned
subsidiary of Versant, all pursuant to the applicable corporate laws of the
State of Delaware and the State of California and in accordance with the
Agreement and Plan of Merger by and among Versant Corporation, Poet Holdings,
Inc., and Puma Acquisition, Inc., dated as of September 27, 2003, and exhibits
thereto (collectively, the "AGREEMENT"). Except as otherwise indicated,
capitalized terms used herein have the meanings set forth in the Agreement. All
section references, unless otherwise indicated, are to the Internal Revenue Code
of 1986, as amended (the "CODE").

            We have acted as legal counsel to the Versant and Merger Sub in
connection with the Merger. As such, and for the purpose of rendering this
opinion, we have examined and are relying upon (without any independent
investigation or review thereof) the truth and accuracy, at all relevant times,
of the statements, covenants, representations and warranties contained in the
following documents (including all schedules and exhibits thereto), among
others:

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            1. The S-4 Registration Statement;

            2. The Agreement;

            3. A tax representation letter of Versant Corporation and Puma
Acquisition, Inc., signed by an authorized officer of each of Versant
Corporation and Puma Acquisition and delivered to us from Versant Corporation
and Puma Acquisition, Inc.; and

            4. A tax representation letter of Poet Holdings, Inc., signed by an
authorized officer of Poet Holdings, Inc., and delivered to us from Poet
Holdings, Inc.

            In addition, in connection with rendering this opinion, we have
assumed (without any independent investigation thereof) that:

            (1) Original documents (including signature) are authentic,
documents submitted to us as copies conform to the original documents, and there
has been (or will be by the Effective Time of the Merger) due execution and
delivery of all documents where due execution and delivery are prerequisites to
the effectiveness thereof;

            (2) Any representation or statement referred to above made "to the
best of knowledge" or otherwise similarly qualified is correct without such
qualification, and all statements and representations, whether or not qualified
are true and will remain true through the Effective Time and thereafter where
relevant;

            (3) The Merger will be consummated pursuant to the Agreement and
will be effective under the laws of the State of Delaware and the State of
California; and

            (4) At all relevant times prior to and including the Effective Date,
(i) no outstanding indebtedness of Poet, Versant, or Merger Sub has or will
represent equity for tax purposes; (ii) no outstanding equity of Poet, Versant,
or Merger Sub has represented or will represent indebtedness for tax purposes;
(iii) no outstanding security, instrument, agreement or arrangement that
provides for, contains, or represents either a right to acquire Poet capital
stock (or to share in the appreciation thereof) constitutes or will constitute
"stock" for purposes of Section 368(c) of the Code.

            Based on the foregoing documents, materials, assumptions and
information, and subject to the qualifications and assumptions set forth herein
and if the Merger is consummated in accordance with the provisions of the
Agreement (and without any waiver, breach or amendment of any of the provisions
thereof):

                  (a) Our opinion is that the Merger will be a "reorganization"
for federal income tax purposes within the meaning of Section 368(a) of the
Code; and

                  (b) The discussion in the section entitled "MATERIAL U.S.
FEDERAL INCOME TAX CONSIDERATIONS" contained in the S-4 Registration Statement
is our opinion.

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                  Our opinion set forth above is based on the existing
provisions of the Code, Treasury Regulations (including Temporary Treasury
Regulations) promulgated under the Code, published Revenue Rulings, Revenue
Procedures and other announcements of the Internal Revenue Service (the
"SERVICE") and existing court decisions, any of which could be changed at any
time. Any such changes might be retroactive with respect to transactions entered
into prior to the date of such changes and could significantly modify the
opinion set forth above. Nevertheless, we undertake no responsibility to advise
you of any subsequent developments in the application, operation or
interpretation of the U.S. federal income tax laws.

            Our opinion concerning certain of the U.S. federal tax consequences
of the Merger is limited to the specific U.S. federal tax consequences presented
above. No opinion is expressed as to any transaction other than the Merger,
including any transaction undertaken in connection with the Merger. In addition,
this opinion does not address any estate, gift, state, local or foreign tax
consequences that may result from the Merger. In particular, we express no
opinion regarding: (i) the amount, existence, or availability after the Merger,
of any of the U.S. federal income tax attributes of Poet, Versant or Merger Sub;
(ii) any transaction in which Poet Common Stock is acquired or Versant Common
Stock is disposed other than pursuant to the Merger; (iii) the potential
application of the "disqualifying disposition" rules of Section 421 of the Code
to dispositions of Poet Common Stock; (iv) the effects of the Merger and
Versant's assumption of outstanding options to acquire Poet stock on the holders
of such options under any Poet employee stock option or stock purchase plan,
respectively; (v) the effects of the Merger on any Poet stock acquired by the
holder subject to the provision of Section 83(a) of the Code; (vi) the effects
of the Merger on any payment which is or may be subject to the provisions of
Section 280G of the Code; (vii) investors subject to special treatment under the
federal income tax laws (for example, life insurance companies, dealers in
securities, taxpayers subject to the alternative minimum tax, banks, tax exempt
organizations, and non-United States persons).

            No ruling has been or will be requested from the Service concerning
the U.S. federal income tax consequences of the Merger. In reviewing this
opinion, you should be aware that the opinion set forth above represents our
conclusions regarding the application of existing U.S. federal income tax law to
the instant transaction. If the facts vary from those relied upon (including if
any representations, covenant, warranty or assumption upon which we have relied
is inaccurate, incomplete, breached or ineffective), our opinions contained
herein could be inapplicable. You should be aware that an opinion of counsel
represents only counsel's best legal judgment, and has no binding effect or
official status of any kind, and that no assurance can be given that contrary
positions may not be taken by the Service or that a court considering the issues
would not hold otherwise.

            This Exhibit Opinion is being delivered solely for the purpose of
being included as an exhibit to the S-4 Registration Statement; it may not be
relied upon or utilized for any other purpose (including, without limitation,
satisfying any conditions in the Agreement) or by any other person or entity,
and may not be made available to any other person or entity, without our prior
written consent. We do, however, consent to the filing of this opinion as an
exhibit to the S-4 Registration Statement and to the use of our name in the S-4
Registration Statement

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wherever it appears. In giving this consent, however, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules or regulations
promulgated thereunder.

                                      Very truly yours,



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