EXHIBIT 5

                         [ Letterhead of Fraser Milner]



Simware Inc.
2 Gurdwara Road
Ottawa, Ontario
Canada, K2E 1A2

                                                             November 8, 1999


Dear Sir or Madam:

         We refer to the Registration  Statement on Form S-8 (the  "Registration
Statement") to be filed with the Securities  and Exchange  Commission  under the
Securities  Act of 1993, as amended (the "Act"),  on behalf of Simware Inc. (the
"Company"),  relating to an additional  815,000 of the Company's  Common Shares,
without par value, to be issued under the Company's Stock Option Plan and 22,300
of the  Company's  Common  Shares,  without  par value,  to be issued  under the
Company's  Employee Share  Purchase Plan  (collectively,  the "Shares"),  as set
forth in the Registration Statement (the "Plans").

         We are solicitors  qualified to practice law in the Province of Ontario
and,  accordingly,  the opinions expressed herein are related solely to the laws
of the Province of Ontario and the federal laws of Canada applicable thereto.

         As counsel for the Company,  we have examined such  corporate  records,
other  documents and such  questions of law as we have  considered  necessary or
appropriate  for the  purposes  of this  opinion  and,  upon  the  basis of such
examination,  advise you that in our opinion all necessary corporate proceedings
by the  Company  have been duly taken to  authorize  the  issuance of the Shares
pursuant  to the Plans,  and that the Shares  being  registered  pursuant to the
Registration  Statement,  when issued and paid for under the Plans in accordance
with the terms of the Plans,  will be, duly  authorized,  validly issued,  fully
paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to this firm  under the  caption
"Interests of Named  Experts and Counsel" 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 the Act.

Very truly yours,

FRASER MILNER

/s/ FRASER MILNER