 | James M. Halley Q.C., 2 | David W. Buchanan, Q.C. | Derek J. Mullan, Q.C. | |
| R. Stuart Wells | M. Douglas Howard | W.W. Lyall D. Knott, Q.C. | ||
| William A. Ruskin, 1 | Patrick A. Williams | Alexander Petrenko | ||
| Bernard Pinsky, 4 | Roy A. Nieuwenburg | William C. Helgason | ||
| William D. Holder | Nigel P. Kent, 1 | Douglas W. Lahay | ||
| David W. Kington | Diane M. Bell | Anne L.B. Kober | ||
| R. Brock Johnston | Neil P. Melliship | Kenneth K.C. Ing, 11, 13 | ||
| Darren T. Donnelly | Mark S. Weintraub | Neo J. Tuytel | ||
| Ross D. Tunnicliffe | Kevin J. MacDonald | Don C. Sihota | ||
| R. Barry Fraser | James A. Speakman | Kerstin R. Tapping | ||
| Ethan P. Minsky, 6, 7, 9 | Brock H. Smith | Nicole M. Byres | ||
| John C. Fiddick | D. Lawrence Munn, 8 | R. Glen Boswall | ||
| Hannelie G. Stockenstrom, 12 | Bonnie S. Elster | Virgil Z. Hlus, 4 | ||
| Samantha Ip | Jonathan L.S. Hodes, 1, 5 | William L. Macdonald, 8 | ||
| Aaron B. Singer | L.K. Larry Yen, 10 | Peter M. Tolensky | ||
| Thea L. Koshman, 1 | Tony Fogarassy | Allyson L. Baker, 3 | ||
| Warren G. Brazier, 4 | Amy A. Mortimore | Veronica P. Franco | ||
| Krista Prockiw | Brent C. Clark | Jane Glanville | ||
| Keri T. Grenier | Richard T. Weiland | Adam I. Zasada | ||
| Andrea M. East | Cam McTavish | Steve Veitch | ||
| Lisa D. Hobman | Valerie S. Dixon | Jonathan C. Lotz | ||
| Dianne D. Rideout | Tasha L. Coulter | David J. Fenrich | ||
| Reply Attention of | Kari Richardson | Kari Richardson | Vikram Dhir, 1 | Adam M. Dlin |
| Direct Tel. | 604.891.7730 | Sarah W. Jones | Michal Jaworski | Shauna K. Towriss |
| EMail Address | kfr@cwilson.com | R. Brad Kielmann | Kyle M. Wilson | |
| Our File No. | 26616.0001 / CW1257994.1 | |||
| Associate Counsel: Michael J. Roman | ||||
| Certain lawyers have been admitted to practice in one or more of the | ||||
| following jurisdictions as indicated beside each name: | ||||
| Canada | United States | International | ||
June 14, 2007 BY COURIER Stockgroup Information Systems Inc. | 1 Alberta | 4 California | 11 Hong Kong | |
| 2 Manitoba | 5 Colorado | 12 South Africa | ||
| 3 Ontario | 6 District of Columbia | 13 United Kingdom | ||
| 7 Florida | ||||
| 8 New York | ||||
| 9 Virginia | ||||
| 10 Washington |
Dear Sirs/Mesdames:
| Re: | Stockgroup Information Systems Inc. (the “Company”) – | |
| Registration Statement on Form SB-2 filed on June 15, 2007 |
We have acted as counsel to the Company, a Colorado corporation, in connection with the preparation of a registration statement on Form SB-2 (the "Registration Statement") through which up to 3,533,334 shares of the Company's common stock (the "Registered Shares"), including 200,000 shares underlying common share purchase warrants (the “Warrants”), are being registered pursuant to the Securities Act of 1933, for resale by certain selling shareholders named in the Registration Statement as further described in the Registration Statement filed on June 15, 2007.
In connection with this opinion, we have examined the originals or copies of the corporate instruments, certificates and other documents of the Company, including the following documents:
| (a) | Articles of Incorporation of the Company; | |
| (b) | Bylaws of the Company; | |
| (c) | Resolutions adopted by the Board of Directors of the Company pertaining to the Registered Shares; | |
| (d) | The Registration Statement; and, | |
| (e) | The Prospectus (the "Prospectus") constituting a part of the Registration Statement. |
| HSBC Building | 800 – 885 West Georgia Street Vancouver BC V6C 3H1 Canada Tel.: 604.687.5700 Fax: 604.687.6314 | www.cwilson.com |
| Some lawyers at Clark Wilson LLP practice through law corporations. | ||
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We have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies or as facsimiles of copies or originals, conform with the originals, which assumptions we have not independently verified. As to all questions of fact material to this opinion which have not been independently established, we have relied upon statements or certificates of officers or representatives of the Company.
Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that the Registered Shares are, or will be when issued upon exercise of the Warrants in accordance with the respective terms of those instruments, including payment, duly and validly issued, fully paid and non-assessable.
This opinion letter is opining upon and is limited to the current federal laws of the United States and the Colorado General Corporation law, including the statutory provisions, and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
This opinion is being furnished solely in connection with the filing of the Registration Statement with the Securities and Exchange Commission, and we hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to our firm in the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of theSecurities Act of 1933, as amended. This opinion may not be relied upon, used by or distributed to any person or entity for any other purpose without our prior written consent.
| Yours truly, | |
| /s/ Clark Wilson LLP | |
| CLARK WILSON LLP |
KFR/kfr
Encl.
cc: US Securities and Exchange Commission