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Exhibit 5.1
GOLDMAN, SPRING, SCHWARTZ & KICHLER
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BARRISTERS & SOLICITORS
SUITE 700 - 40 SHEPPARD AVENUE WEST - NORTH YORK - ONTARIO - M2N 6K9
TELEPHONE (416) 225-9400 - TELECOPIER (416) 225-4805
E-MAIL: [email protected]
August 15, 2000
BY COURIER
Changepoint Corporation
1595 Sixteenth Avenue
Suite 702
Richmond Hill, Ontario
L4B 3N9
Dear Sirs:
At your request, we have examined Amendment No. 4 to the
registration statement on Form F-1 filed pursuant to the United States
Securities Act of 1933, as amended (the "Securities Act"), by Changepoint
Corporation, a corporation amalgamated under the laws of the Province of
Ontario (the "Company"), with the United States Securities and Exchange
Commission (the "SEC") on August 15, 2000 (the "Registration Statement")
relating to the registration under the Securities Act of up to 5,750,000
common shares of the Company without par value (the "Shares"), including
authorized but unissued Shares being offered by the Company (including Shares
subject to the underwriters' over-allotment option). The Shares are to be
sold to the underwriters named in the Registration Statement for resale to
the public.
EXAMINATIONS
In connection with this opinion letter, we have examined the
following:
(i) a certified copy of a resolution of the directors of the Company
dated February 29, 2000 and a certified copy of a resolution of the
shareholders of the Company dated March 3, 2000 (collectively, the
"Resolutions") authorizing the issuance of the Shares;
(ii) the Company's registration statement on Form F-1 (the "Initial
Registration Statement") filed on March 8, 2000;
(iii) Amendment No. 1 to the Initial Registration Statement filed on April
14, 2000;
(iv) Amendment No. 2 to the Initial Registration Statement filed on June
29, 2000;
(v) Amendment No. 3 to the Initial Registration Statement filed on July
27, 2000; and
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GOLDMAN, SPRING, SCHWARTZ & KICHLER
(vi) 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 of law 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 Resolutions and have assumed:
(i) the genuineness of all signatures on each document that we have
examined; and
(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.
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 proceedings proposed by the Company:
1. 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, will be validly issued and
outstanding as 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 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.
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GOLDMAN, SPRING, SCHWARTZ & KICHLER
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 our firm set forth under the caption "Legal Matters" in the
prospectus included in the Registration Statement.
Yours very truly,
/s/ GOLDMAN, SPRING,
SCHWARTZ & KICHLER
