<PAGE>
Exhibit 5.1
May 31, 2000
Sideware Systems Inc.
1600 - 930 West 1(st) Street, Suite 102
North Vancouver, B.C.
V7P 3N
Attention: Grant Sutherland, Chairman
Dear Sirs/Mesdames:
RE: REGISTRATION STATEMENT ON FORM F-1
We have acted as special counsel to Sideware Systems Inc., a British Columbia
corporation (the "Company"), in connection with legal issues relating to the
issuance of:
(a) 2,746,833 Common shares without par value (the "Shares") on
September 14, 1999 to the persons named below as a "Selling
Shareholder"; and
(b) 2,746,833 Common shares without par value (the "Warrant Shares") to
be issued to the persons set out below as a Selling Shareholder on the
exercise of share purchase warrants (the "Warrants").
Each Warrant entitles the holder to acquire one additional share (the "Warrant
Shares") at any time up to September 14, 2001 at a price of US$1.64 per share up
to September 14, 2000 or US$1.89 per share up to September 14, 2001.
<TABLE>
<CAPTION>
SELLING SHAREHOLDER NUMBER OF SHARES NUMBER OF WARRANTS
<S> <C> <C>
Richard and Marie Russell JOWROS 62,500 62,500
Louis Capanelli 487,805 487,805
Sisson & Ryan Inc. 62,500 62,500
Michael Hawes 62,500 62,500
Sharon Kleinman 62,500 62,500
Michael Colen 182,927 182,927
Jack Spitzer 62,500 62,500
Michael Peacock 312,500 312,500
Moldieco Plastics Products, Inc. 102,440 102,440
</TABLE>
<PAGE>
SWINTON & COMPANY
Sideware Systems Inc.
Attention: Grant Sutherland, Chairman
May 31, 2000
Page 2
---------------------------------------
<TABLE>
<S> <C> <C>
Edwin Yuan 62,500 62,500
Scott Lubore 243,903 243,903
Michael D. Reinke 62,500 62,500
John T. Fishetti 62,500 62,500
David Robison 62,500 62,500
MeadowBrooke Development Assoc., L.L.C. 76,220 76,220
Welcome Opportunities Ltd. 100,000 100,000
Sideware Partners, L.L.C. 520,000 520,000
George Cranwell 9,147 9,147
Maribeth A. Mullany 31,250 31,250
Johnathan S. Thomas 31,250 31,250
Robert E. Thomas 18,293 18,293
George Varoutsos 6,098 6,098
Frederick W. Weidinger 62,500 62,500
</TABLE>
We understand that the Company proposed to file a registration statement with
the Securities and Exchange Commission registering the Shares and Warrant
Shares.
We have examined such documents and records of the Company and such certificates
from directors and officers as to matters of fact as we have deemed necessary
for the purpose of this opinion. In doing so, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity of all documents submitted to us as copies to the originals.
In our opinion:
1. The Shares are validly issued and fully paid and non-assessable Common
shares without par value in the capital of the Company.
2. The Warrants have been validly authorized and executed and delivered on
behalf of the Company.
3. The Warrant Shares will, when the Company has received notice of the
exercise of the Warrants and the exercise price of the Warrants, be
validly allotted.
4. Upon issuance of the Warrant Shares in accordance with the terms of the
Warrants and receipt by the Company of the consideration required for
the Warrant Shares in accordance with the terms of the Warrants, the
Warrant Shares will be validly issued and fully paid and non-assessable
Common shares without par value in the capital of the Company.
We hereby consent to the filing of this opinion as an exhibit to a registration
statement registering the Shares and Warrant Shares. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under section 7 of the Securities Act of 1933.
We are solicitors qualified to carry on the practice of law in British Columbia
only and we express no opinion as to any laws, or other matters governed by any
laws, other than the laws of British Columbia and federal laws of Canada
applicable in British Columbia.
<PAGE>
SWINTON & COMPANY
Sideware Systems Inc.
Attention: Grant Sutherland, Chairman
May 31, 2000
Page 3
---------------------------------------
This opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in these sources of law or subsequent legal or factual developments which might
affecting any matters or opinions set forth in this letter.
We are opining only as to the matters expressly stated in this letter, and no
opinion should be inferred as to any other matters.
Yours truly
SWINTON & COMPANY
Per:
"Martin L. MacLachlan"
Martin L. MacLachlan
