CLARK, WILSON
BARRISTERS & SOLICITORS
Patent & Trademark Agents
May ___, 2000
Board of Directors
Merlin Software Technologies International, Inc.
Suite 420 - 6450 Roberts Street
Burnaby, BC V5G 4E1
Dear Sirs:
We refer to the registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "1933 Act") on behalf of Merlin Software
Technologies International, Inc. (the "Company"), relating to an aggregate of up
to 3,000,000 common shares (the "Shares") in the capital of the Company issuable
pursuant to the Company's Stock Option Plan, effective May 1, 2000 (the "2000
Plan").
For the purposes of rendering this opinion, we examined originals or
photostatic copies of such documents as we deemed to be relevant. In conducting
our examination, we assumed, without investigation, the genuineness of all
signatures, the correctness of all certificates, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies, and the accuracy and completeness
of all records made available to us by the Company. In addition, in rendering
this opinion, we assumed that the Shares will be offered in the manner and on
the terms identified or referred to in the Registration Statement, including all
amendments thereto.
Based upon and subject to the foregoing, after giving due regard to
such issues of law as we deemed relevant, and assuming that (i) the Registration
Statements becomes and remains effective, and the prospectus which is a part
thereof (the "Prospectus"), and the Prospectus delivery procedures with respect
thereto, fulfil all of the requirements of the 1933 Act, throughout all periods
relevant to the opinion, and (ii) all offers and sales of the Shares will be
made in compliance with the securities laws of the states and/or provinces
having jurisdiction thereof, we are of the opinion that the Shares are, and the
Shares to be issued pursuant to the Agreements upon receipt of adequate
consideration will be, legally issued, fully paid and non-assessable.
This opinion is being furnished solely in connection with the filing
of the Registration Statement with the Securities and Exchange Commission, and
we hereby consent to
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the use of this opinion as an exhibit to the Registration Statement. This
consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Securities Act 1933, as amended, or the rules and regulations
of the Securities and Exchange Commission. This opinion may not be relied upon,
used by or distributed to any person or entity for any other purpose without
our prior written consent.
Yours truly,
CLARK, WILSON
/s/ Clark, Wilson
