EXHIBIT 5.1
Reid & Company Suite 1040 Guinness Tower
Barristers & Solicitors 1055 West Hastings Street
Vancouver, British Columbia
Canada V6E 2E9
Telephone: (604) 687-5267
Facsimile: (604) 687-5872
David R. Reid Law Corporation
June 21, 2000
MDSI Mobile Data Solutions Inc.
10271 Shellbridge Way
Richmond, British Columbia
Canada
V6X 2W8
Dear Sirs and Mesdames:
RE: MDSI Mobile Data Solutions Inc.: Registration Statement Relating to 1998
Stock Option Plan for Connectria Corporation (formerly Catalyst Solutions
Group, Inc.)
We are Canadian solicitors for MDSI Mobile Data Solutions Inc. (the
"Corporation"). We have been requested by the Corporation to provide the opinion
expressed herein in connection with the preparation and filing with the United
States Securities and Exchange Commission of a Registration Statement ("the
Registration Statement") on Form S-8 under the United States Securities Act of
1993 ("the Act"). The purpose of the Registration Statement is to register a
total of 583,037 Common shares (the "Shares") of the Corporation which are
issuable pursuant to exercises of stock options ("Options") which have been
granted by the Corporation as a result of the assumption by the Corporation of
options ("Connectria Options") granted under the 1998 Stock Option Plan for
Connectria Corporation ("Connectria", formerly Catalyst Solutions Group, Inc.).
The Corporation assumed the Connectria Options, and issued the Options in
exchange for the Connectria Options, pursuant to an Agreement and Plan of
Reorganization dated as of May 9, 2000 among the Corporation, MDSI Acquisition
Corporation, Connectria and certain principal shareholders of Connectria.
We express no opinion as to laws other than the laws of the Province of British
Columbia and the federal laws of Canada applicable therein, and we have assumed
that there is nothing in any other law which affects our opinions expressed
herein.
For the purpose of the opinions expressed herein, we have examined the Articles
and By-Laws of the Corporation and originals or copies authenticated or
identified to our satisfaction of records of the Corporation, of certificates or
records of public officials and governmental bodies and authorities, of
certificates of officers or representatives of the Corporation and of other
records, contracts and instruments and we have made such investigations and
searches and considered such questions of
A Member of
Reid Restall
Vancouver Winnipeg Toronto
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Reid & Company
law, all as we have deemed necessary as a basis for the opinions hereinafter
expressed. In such examinations we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as
authenticated copies and the authenticity of the originals of such authenticated
copies.
In particular, we have examined a copy of, and rely upon, a certificate of an
officer of the Corporation, a copy of which is attached hereto.
Based and relying on the foregoing, we are of the opinion that the Shares have
been duly authorized by the Corporation and will, upon the due exercise of the
Options relating to such Shares and receipt by the Corporation of the issue
price for the number of Shares issuable pursuant to such exercises, be validly
issued by the Corporation and outstanding as fully paid and non-assessable
Shares.
Consent is hereby given to the use of our name in the Registration Statement,
and to the filing, as an exhibit to the Registration Statement, of this opinion.
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 Act.
Yours truly,
/s/ Reid & Company
