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EXHIBIT 5.1
[OGILVY RENAULT LETTERHEAD]
July 24, 2000
724 Solutions Inc.
4101 Yonge Street
Suite 702
Toronto, Ontario
M2P 1N6
Dear Ladies and Gentlemen:
RE: REGISTRATION STATEMENT ON FORM S-8
We have examined the registration statement on Form S-8 (the
"Registration Statement") proposed to be filed pursuant to the United States
Securities Act of 1933, as amended (the "Securities Act"), by 724 Solutions
Inc., a corporation incorporated under the laws of the Province of Ontario
(the "Company"), with the United States Securities and Exchange Commission
(the "SEC") relating to the registration under the Securities Act of up to
6,615,448 common shares of the Company without par value (the "Shares"),
including authorized but unissued Shares being offered by the Company. The
Shares are subject to issuance under the Company's 2000 Stock Option Plan,
Amended and Restated 1997 Stock Option Plan, 1999 U.S. Stock Incentive Plan
and pre-existing stock options governed by the ezlogin.com 1999 Stock Option
Plan which were assumed by the Company upon its acquisition of ezlogin.com,
Inc. (collectively, the "Plans").
EXAMINATIONS.
In connection with this opinion letter, we have examined the following:
(i) copies of resolutions of the directors and shareholders of the Company
approving the adoption of the Plans and authorizing the issuance of the Shares
(collectively, the "Resolutions"); and (ii) the proposed form of Registration
Statement. We have also examined such other records and documents provided to us
and such statutes, regulations and other public and corporate records of the
Company and considered such questions of law as we have considered relevant and
necessary for the purposes of the opinion expressed below.
RELIANCE AND ASSUMPTIONS.
For the purposes of the opinion expressed below, we have relied upon
the Resolutions and have assumed: (i) the genuineness of all signatures on each
document that we have examined; (ii) the authenticity of all documents submitted
to us as originals, the conformity with
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the originals of all documents submitted to us as copies, whether photostatic,
telecopied or otherwise; (iii) the legal power, capacity and authority of all
natural persons signing in their individual capacity; and (iv) that the
Resolutions continue to be in force and unamended on the date hereof.
OPINION.
Based and relying on the foregoing assumptions and subject to the
following qualification and limitation, we are of the opinion that the Shares to
be offered and sold by the Company pursuant to the Registration Statement have
been duly allotted for issuance and, upon the receipt of the consideration
therefor, to the extent required by the terms of the Plans, will be validly
issued and outstanding as fully paid and non-assessable.
QUALIFICATION.
The foregoing opinion is subject to the qualification that we are
qualified to practice law in the Province of Ontario and express no opinion as
to any laws or any matters governed by any laws other than the laws of the
Province of Ontario and the federal laws of Canada applicable therein.
LIMITATION.
We consent to the use of this opinion as an exhibit to the Registration
Statement and any amendments thereto and further consent to the reference to us
set forth in the Registration Statement under the caption, "Item 5. Interests of
Named Experts and Counsel." 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.
Yours very truly,
(signed) Ogilvy Renault
