August 22, 1994


Gandalf Technologies Inc.
130 Colonnade Road South
Nepean, Ontario
K2E 7M4

Dear Sirs:

		RE:	Registration Statement on Form S-8
			of Gandalf Technologies Inc. (the "Company")
			____________________________________________

		We have examined the Registration Statement on Form S-8, relating 
to the 1993 Employee Stock Purchase Plan and the Stock Option Plan for 
Executives and Directors (the "Plans") to be filed by the Company with the 
Securities and Exchange Commission on or about August 22, 1994 (the 
"Registration Statement"), in connection with the registration under the 
Securities Act of 1933, as amended, of an additional 1,538,000 Common 
Shares of the Company (for a total number of 2,238,000 registered Common 
Shares with respect to such Plans).  We have examined such corporate 
records, agreements and other instruments and documents as I have deemed 
necessary as a basis for the opinion hereinafter expressed.

		Based upon the foregoing and having regard to legal 
considerations which we deemed relevant, we are of the opinion that up to 
2,238,000 Common Shares, without nominal or par value, of the Company to 
which the above-mentioned Registration Statement (and a prior registration 
statement) relates, and which will be issued by the Company, are duly 
authorized and, when issued by the Company in accordance with the terms of 
the Plans, will be legally issued, fully paid and non-assessable.

		We consent to the use of this opinion as an exhibit to the 
Registration Statement, and further consent to the use of my name wherever 
appearing in the Registration Statement and any amendment thereto, and the 
Prospectus relating thereto.

Yours very truly,


S/CHARLES J. GARDNER
Goldberg, Shinder, Gardner & Kronick