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November 3, 2000
Merlin Software Technologies International, Inc.
4199 Lougheed Highway
Suite 200 and 201
Burnaby, BC, V5C 3Y6
Canada
ATTENTION: BOARD OF DIRECTORS
Gentlemen:
Re: Common Stock of Merlin Software Technologies International, Inc. Registered
on Form SB-2 filed November 3, 2000
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We act as securities counsel to Merlin Software Technologies
International, Inc. (the "Company"), a Nevada corporation, in connection with
the registration under the Securities Act of 1933, as amended (the "Securities
Act") of approximately 2,575,000 shares of the Company's Common Stock, all of
which may be issued upon the conversion of the Series A 10% Senior Secured
Convertible Notes and resold, approximately 1,520,000 shares of the Company's
Common Stock, which may be issued upon the exercise of Warrants and resold and
500,000 shares of the Company's Common Stock (together referred to as the
"Shares"), as further described in a registration statement on Form SB-2 filed
under the Securities Act (the "Registration Statement") on November 3, 2000.
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 Prospectus (as defined herein),
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
Statement becomes and remains effective, and the prospectus which is part
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thereof (the "Prospectus"), and the Prospectus delivery procedures with respect
thereto, fulfill all of the requirements of the Securities Act, throughout all
periods relevant to the opinion, and (ii) all offers and sales of the Shares
have been and will be made in compliance with the securities laws of the states,
having jurisdiction thereof, we are of the opinion that the Shares, offered by
the Selling Shareholders have been, and the Shares to be issued upon the
conversion of the Series A 10% Senior Secured Convertible Notes or the exercise
of Warrants for adequate consideration will be, validly 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 the use of this opinion as an exhibit to the Registration
Statement and any amendment thereto. 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.
We are qualified to practice law only in the Province of British
Columbia and the State of California, and we express no opinion herein as to
laws other than the laws of the Province of British Columbia and the federal
laws of the United States and Canada applicable therein as of the date hereof.
We confirm that we are qualified to opine on United States federal securities
laws. We do not undertake to advise you or anyone else of any changes in the
opinions expressed herein resulting from changes in law, changes in facts or any
other matters that hereafter might occur to be brought to our attention that did
not exist on the date hereof and of which we had no knowledge.
Yours truly,
CLARK, WILSON
/s/ Clark, Wilson
