The Chrysler Building
PARKER CHAPIN LLP 405 Lexington Avenue, New York, NY 10174
(212) 704-6000 Fax (212) 704-6288
December 29, 2000
SoftQuad Software, Ltd.
161 Eglinton Avenue East
Suite 400
Toronto, Ontario M4P IJB Canada
Gentlemen:
We have acted as counsel for SoftQuad Software, Inc., a Delaware
corporation (the "Company") in connection with its Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to the registration of 4,899,500 shares of Common
Stock, par value $.001 per share (the "Shares") issuable upon the exercise of
options granted under the 2000 Stock Option Plan (the "Plan").
In connection with the foregoing, we have examined, among other things,
the Registration Statement and originals or copies, satisfactory to us, of all
such corporate records and of all such agreements, certificates and other
documents as we have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original documents of documents submitted to us as
copies. As to any facts material to such opinion, we have, to the extent that
relevant facts were not independently established by us, relied on certificates
of public officials and certificates, oaths and declarations of officers or
other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued pursuant to the exercise of the options granted under the
Plan will be, when issued pursuant to the Plan, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
Securities Act of 1933, as amended (the "Act"), the rules and regulations of the
Securities and Exchange Commission promulgated thereunder or Item 509 of
Regulation S-B promulgated under the Act.
Very truly yours,
/s/ Parker Chapin LLP
Parker Chapin LLP
