<PAGE>
Exhibit 5.1
M I L L E R T H O M S O N LLP
Barristers & Solicitors Miller Thomson LLP is an Ontario
Limited Liability Partnership
Robson Court, 1000-840 Howe Street
Vancouver, BC, Canada V6Z 2M1
Tel: 604.687.2242
Fax: 604.643.1200
www.millerthomson.com
November 7, 2000 file no: SID4041
reply to: Martin L. MacLachlan
Sideware Systems Inc. direct line: 604.643.1223
102-930 West 1st Street e mail: [email protected]
North Vancouver, BC V7P 3N4
Attention: Grant Sutherland, Chairman
Dear Sirs/Mesdames:
RE: REGISTRATION STATEMENT ON FORM S-8
We have acted as special counsel to Sideware Systems Inc., a British Columbia
corporation (the "Company") in connection with legal issues relating to the
issue of shares on the exercise of stock options granted pursuant to the
amended 2000 Stock Option Plan of the Company (the "Plan") and pursuant to
certain other stock option agreements (the "Agreements") granted by the
Company prior to the adoption of the Plan. I understand that the Company
intends to file a registration statement pursuant to the United States
SECURITIES ACT OF 1933 in respect of stock to be issued pursuant to the Plan
and the Agreements (the "Registration Statement").
We have examined the Plan and such other 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. We have not reviewed each of the
Agreements. Instead we have relied on a director's certificate stating that
all of the Agreements are in the same form.
We understand that, pursuant to the Agreements, the Company has granted stock
options to the following individuals:
<TABLE>
<CAPTION>
NAME OF OPTIONEE NUMBER OF SHARES OPTIONED
<S> <C>
Scott Friedlander 1,000,000
Lisa Beaman 20,000
Teri-Ann Donaldson 12,000
Rosie Goble 50,000
Charles Green 15,000
Mark Gruzin 75,000
Paul Hildebrand 300,000
Stephen Lieberman 15,000
Bob Means 10,000
Gary Mounts 5,000
Jay Nussbaum 200,000
Vancouver Whitehorse Toronto Calgary Edmonton Markham Washington, D.C.
Affiliations worldwide
<PAGE>
M I L L E R T H O M S O N LLP
Sideware Systems Inc.
Attention: Grant Sutherland, Chairman
November 7, 2000
Page 2
-------------------------------------------------
Christopher Ostapovicz 20,000
Chris Pate 20,000
Joseph Lee Price 3,000
Al Sukut 10,000
Tom Sweeny 15,000
Stewart Walchli 100,000
Anna Woo 5,000
Kathryn Woodward 17,500
Christy Wrenn 15,000
</TABLE>
We understand that pursuant to the Plan, the Company has entered into stock
option agreements, and intends to enter into additional stock option
agreements, with numerous directors, officers, employees and consultants.
Recipients of options under either the Plan or the Agreements are referred to
collectively as the "Optionees".
Based on and subject to the foregoing, we are of the opinion that upon
issuance of common shares of the Company ("Shares") in accordance with the
terms of the Plan or the Agreements, as the case may be, and upon receipt by
the Company of the full payment in cash required for the Shares under the
stock option agreements the Company and the Optionees (including both the
Agreements and agreements made under the Plan), the Shares will be validly
issued, fully paid, and non-assessable common shares in the capital of the
Company.
We hereby consent to the filing of this option as an exhibit to the
Registration Statement. 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 United States SECURITIES ACT OF 1933.
The writer of this opinion is a solicitor qualified to carry on the practice
of law in British Columbia only and therefore 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 therein.
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 development
which might affect any matters or opinions set forth in this letter.
We are opinioning only as to the matters expressly stated in this letter, and
no opinion should be inferred as to any other matters.
Yours truly
MILLER THOMSON LLP
Per: /s/ Martin L MacLachlan
-----------------------
Martin L MacLachlan
