EXHIBIT 5






Vertica Software, Inc.                                        February 23, 2001
5801 Christie Avenue, Suite 390
Emeryville, CA 94608

RE:      Registration Statement on Form S-8 Covering Common Stock to be Issued
         Pursuant to the 2000 Equity Incentive Plan

Ladies and Gentlemen:

Vertica Software, Inc. (the "Company") proposes to issue, under a Form S-8
Registration Statement (the "Registration Statement"), up to 3,000,000 shares of
common stock (the "Shares") pursuant to the Company's 2000 Equity Incentive Plan
(the "Plan").

As counsel for the Company, I have participated in the preparation pf the
Registration Statement on Form S-8 under the Securities Act of 1933, as amended.
I have also examined and relied only upon the documents and certificates of
officers of the Company as are specifically described below. In my examination,
I have assumed the genuineness of the documents submitted to me as originals and
the conformity with the original documents submitted to me as copies. My
examination was limited to the following documents and no others:

     1. Articles of Incorporation of the Company as amended to date;

     2. By-laws of the Company;

     3. Resolutions adopted by the Board of Directors of the Company authorizing
the Plan and the issuance of the Shares;

     4. The Registration Statement together with all exhibits filed in
connection therewith and incorporated therein by reference and all documents
incorporated therein by reference; and

     5. The Plan.

I have not undertaken, nor do I intend to undertake any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.

<PAGE>

Vertica Software, Inc.
February 23, 2001
Page 2



Based upon and subject to the foregoing, it is my opinion that the Shares,
subject to the effectiveness of the Registration Statement and compliance with
applicable Blue Sky Laws and subject to the proper execution and delivery of
stock certificates evidencing the Shares when issued and delivered against
payment therefore in accordance with the terms of the Plan, and as set forth in
the Registration Statement, will constitute legally issued, fully paid and
non-assessable shares of common stock of the Company.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement, and to the filing of this opinion in connection with such filings as
are applicable as may be necessary to register, qualify or establish eligibility
for an exemption from registration or qualification of the Shares under the Blue
Sky laws of any state or other jurisdiction although I express no opinion as to
state securities laws herein. In giving this consent I do not admit that I am in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.

The opinions set forth herein are based upon the federal laws of the United
States of America, and the corporate laws of the State of California only all as
now in effect. It is assumed that Colorado law is substantially the same as
California law. I express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof.

The information set forth herein is as of the date of this letter. I disclaim
any undertaking to advise you of changes which may be brought to my attention
after the effective date of the Registration Statement.

Very truly yours,


         /s/

Nalini Rajender Frush, Esq.
Vice President and General Counsel