EXHIBIT 5.1
BLAKE, CASSELS & GRAYDON LLP
Suite 2600, Three Bentall Centre
P.O. Box 49314
595 Burrard Street
Vancouver, British Columbia, Canada
V7X 1L3
Telephone: (604) 631-3300
Facsimile: (604) 631-3309
http://www.blakes.ca
June 16, 2000
Reference: 92455/1
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.
U.S.A. 20549
- and -
Infowave Software, Inc.
4664 Lougheed Highway
Suite 188
Burnaby, BC V5C 6B7
Dear Sirs:
Re: Infowave Software, Inc.
We are the Canadian solicitors for Infowave Software, Inc. (the "Company")
and have been requested by it to provide the opinion expressed herein in
connection with the authorization for issuance of an additional 1,067,038 Common
Shares without par value in the capital of the Company (the "Shares") under and
in accordance with the Company's 1999 Stock Plan (the "Plan"), to be registered
under the Registration Statement on Form S-8 (the "Registration Statement") with
the Securities and Exchange Commission pursuant to the Securities Act of 1993,
as amended. In this regard and for the purpose of the opinions expressed herein,
we have examined the Certificate of Amalgamation, Memorandum and Articles of the
Company and such corporate records, such certificates of public officials and
governmental bodies and authorities, such certificates of officers or
representatives of the Company and such other documents, and have made such
investigations and searches and considered such matters of law, as we believe
necessary and relevant to enable us to give, and as the basis for, the opinions
expressed herein. We have, without making any independent investigation, assumed
the conformity to originals of telecopied, certified and photographically
reproduced documents which we have examined and the proper authority of all
signatories, other than those on behalf of the Company, to and the authenticity
of all signatures on documents that have been examined by us.
Vancouver o Calgary o Toronto o Ottawa o Montreal
o Quebec* o London, England o Beijing, China
*Associated firm: Lavery, de Billy
<PAGE>
BLAKE, CASSELS & GRAYDON LLP
As to various questions of fact material for the opinion expressed herein,
information with respect to which is in the possession of the Company, we have
relied upon certificates, reports, opinions or representations of or by an
officer or officers of the Company.
We express no opinion as to laws other than the laws of the Province of
British Columbia and the federal laws of Canada applicable therein and we have
assumed that there is nothing in any other law that affects our opinions
expressed herein.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been reserved and allotted for issuance and, upon issuance in
accordance with the terms of the Plan and the Company Act (British Columbia) and
upon payment therefor, will be validly issued as fully-paid and non-assessable
shares in the capital of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours very truly,
BLAKE, CASSELS & GRAYDON LLP
/s/ BLAKE, CASSELS & GRAYDON LLP
