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EXHIBIT 5.1
December 29, 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 18,711,358
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") and Private Equity Credit Agreement (the "Private Equity Credit
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, the Private
Equity Credit 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 terms
of the Private Equity Credit Agreement, upon conversion of the convertible
debenture or proper exercise of the respective warrant agreements, whichever is
applicable pursuant to the terms of the Private Equity Credit Agreement and the
Securities Purchase Agreement, and upon delivery of such shares of Common Stock
to the parties pursuant to the Private Equity Credit Agreement and the
Securities Purchase Agreement against payment therefor upon the terms set forth
in the Private Equity Credit Agreement and 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
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Steve Curtis, a Member
