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[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
August 15, 2000
Changepoint Corporation
1595 Sixteenth Avenue
Richmond Hill, Ontario
Canada L4B 3N9
Ladies and Gentlemen:
We are acting as your special United States counsel in connection with
the Registration Statement on Form F-1 (the "Registration Statement") filed
with the United States Securities and Exchange Commission by Changepoint
Corporation (the "Company") relating to the initial public offering of the
Company's common shares.
We hereby confirm, in all material respects, our opinion with respect to
United States federal income tax laws contained in Part I of the Registration
Statement under the caption "Tax Considerations - United States Federal
Income Tax Considerations", subject to the assumptions and limitations set
forth therein, including the assumptions and limitations under the headings
"Personal Holding Companies," "Foreign Personal Holding Companies," "Passive
Foreign Investment Companies" and "Controlled Foreign Corporation."
We hereby consent to the use of our name under the caption "Legal
Matters" in the Registration Statement and to the filing, as an exhibit to
the Registration Statement, of this letter. In giving such consent, we do
not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
