February 6, 1996


GANDALF TECHNOLOGIES INC.
130 Colonnade Road South
Nepean, Ontario
Canada K2E 7M4

Dear Sirs:

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

I have examined the Registration Statement on Form S-8, 
relating to the 1993 Employee Stock Purchase Plan 
(the "Plan") to be filed by the Company with the Securities 
and Exchange Commission on or about February 7, 1996
"Registration Statement"), in connection with the registration 
under the Securities Act of 1933, as amended, of 200,000
Common Shares of the Company.  I 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 I deemed relevant, I am of the opinion 
that up to 200,000 Common Shares, without nominal or par 
value, of the Company to which the above-mentioned 
Registration Statement relates, and which may be issued by the 
Company, are duly authorized and, when issued by the Company 
in accordance with the terms of the Plan, will be legally 
issued, fully paid and non-assessable.

I 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/Diana C. Cianciusi
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Diana C. Cianciusi
Corporate Counsel