<PAGE>
EXHIBIT 5.1
May 31, 2000
Microware Systems Corporation
1500 N.W. 118th Street
Des Moines, Iowa 50325
Ladies & Gentlemen:
We have acted as counsel for Microware Systems Corporation (the
"Company") in connection with the filing with the Securities and Exchange
Commission of a Registration Statement on Form S-3 (the "Registration
Statement") relating to the offer and proposed registration of 4,359,558 shares
of the Company's common stock, no par value ("Common Stock"), pursuant to the
terms of a Securities Purchase Agreement (the "Securities Purchase Agreement"),
described in the Registration Statement.
In arriving at this opinion, we have examined the Company's Articles of
Incorporation, its Bylaws, the records of the corporate proceedings of the
Company authorizing the issuance and sale of the shares of Common Stock covered
by the Registration Statement, the Securities Purchase Agreement and such other
instruments and documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that said shares of
Common Stock are duly authorized, and once they have been issued pursuant to the
conversion of Series I Preferred Stock or proper exercise of the respective
option or warrant agreements, whichever is applicable pursuant to the terms of
the Securities Purchase Agreement, and upon delivery of such shares of Common
Stock to the parties pursuant to the Securities Purchase Agreement against
payment therefor upon the terms set forth in the Securities Purchase Agreement,
said shares of Common Stock will be validly issued, fully paid and
non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in such Registration
Statement.
Very truly yours,
D'ANCONA & PFLAUM LLC
By: /s/ Steve Curtis
-------------------------
Steve Curtis, a Member
