EXHIBIT 5

                 OPINION AND CONSENT OF THE CORPORATE LAW GROUP


                  October 1, 2001

Versata, Inc.
300 Lakeside Drive
15th Floor
Oakland, CA 94612

         Re: Registration Statement on Form S-8

         We have acted as special counsel for Versata,  Inc., a Delaware company
(the  "Company"),   in  connection  with  the  filing  by  the  Company  of  the
Registration  Agreement on Form S-8 with the Securities and Exchange  Commission
on or about October 2, 2001 (the  "Registration  Statement").  The  Registration
Statement  covers an aggregate of 4,934,964  shares of Common  Stock,  par value
$0.001 per share (the "Shares"),  reserved for issuance pursuant to the Versata,
Inc. 2000 Stock Incentive Plan (the "Plan").

         It is our opinion  that the Shares will be, when issued and sold in the
manner  referred  to in the Plan,  legally and  validly  issued,  fully paid and
nonassessable assuming compliance with applicable state securities laws.

         We consent to the use of this opinion as an exhibit to the Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration Statement and any subsequent amendment thereto.


                                                   /s/ The Corporate Law Group

                                                   THE CORPORATE LAW GROUP