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Exhibit 5.1
[OGILVY RENAULT LETTERHEAD]
BARRISTERS & SOLICITORS
Suite 2100, P.O. Box 141
Royal Trust Tower, TD Centre
Toronto, Ontario M5K 1H1
Tel: (416) 216-4000
Fax: (416) 216-3930
Toronto, January 4, 2001
Our File No.: 01007656-0014
BY COURIER
724 Solutions Inc.
4101 Yonge Street
Suite 702
Toronto, Ontario
M2P 1N6
Dear Sirs:
At your request, we have examined Amendment No. 1 to the registration
statement on Form F-4 filed pursuant to the United States Securities Act of
1933, as amended (the "Securities Act"), by 724 Solutions Inc., a corporation
amalgamated under the laws of the Province of Ontario (the "Company"), with the
United States Securities and Exchange Commission (the "SEC") on or about January
4, 2001 (the "Registration Statement") relating to the registration under the
Securities Act of up to 18,000,000 common shares of the Company without par
value (the "Shares"). The Shares are to be issued to the stockholders of Tantau
Software, Inc. ("Tantau") pursuant to that certain Agreement and Plan of Merger
among the Company, Saturn Merger Sub, Inc. (its wholly-owned subsidiary) and
Tantau dated as of November 29, 2000 (the "Agreement").
EXAMINATIONS
In connection with this opinion letter, we have examined the following:
(i) a certified copy (the "Certificate") of resolutions of the board of
directors of the Company enacted November 27, 2000 authorizing the
issuance of the Shares and the other transactions contemplated by the
Agreement; and
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(ii) the Company's registration statement on Form F-4 concerning the
issuance of the Shares (the "Initial Registration Statement") filed on
December 22, 2000, together with all amendments thereto and the
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 or laws as we have considered relevant and
necessary for the purposes of the opinions expressed below.
RELIANCE AND ASSUMPTIONS
For the purposes of the opinion expressed below, we have relied upon the
Certificate 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 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 which are the subject of the Certificate
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, upon completion of the
transactions contemplated by the Agreement, the Shares to be issued by the
Company as contemplated by the Registration Statement have been duly and validly
authorized and, when issued in accordance with resolutions duly adopted by the
board of directors of the Company and the terms of the Agreement, will be duly
and validly issued, fully paid and non-assessable.
QUALIFICATION
The foregoing opinion is subject to the qualification that we are
solicitors qualified to practice law solely in the Province of Ontario and we
express
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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
This opinion is intended solely for the Company's use in connection with
the filing of the Registration Statement with the SEC and may not be relied upon
by any other person or in connection with any other transaction, or quoted from
or referred to in any other documents without our prior written consent.
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 our
firm set forth under the caption "Legal Matters" in the Registration Statement.
Yours truly,
/s/ Ogilvy Renault
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OGILVY RENAULT
BAL:amb
