EX-5



           [LETTERHEAD OF ANTON CAMPION MACDONALD OYLER APPEARS HERE]


May 2, 2000



Certicom Corp.
5520 Explorer Drive
Mississauga, Ontario
L4W 5L1
Canada


Dear Sirs/Mesdames:

Re:  Registration Statement on Form S-8

     We have acted as Yukon Territory counsel for Certicom Corp., a
corporation organized under the laws of the Yukon Territory, Canada (the
"Company"), in connection with the registration of 2,836,578 shares of Common
Stock of the Company (the "Common Stock") issuable under the Certicom Corp.
1997 Stock Option Plan and the Certicom Corp. Stock Option Plan
(collectively, the "Plans"). In connection therewith, we have examined, among
other things, the Registration Statement on Form S-8 (the "Registration
Statement") proposed to be filed by the Company with the Securities and
Exchange Commission on or about May 2, 2000. We have also examined the
proceedings and other actions taken by the Company in connection with the
authorization of the Common Shares issuable under the Plans and such other
matters as we deemed necessary for purposes of rendering this opinion.

     Based upon the foregoing, and in reliance thereon, we are of the
opinion, as of the date hereof, that the shares of Common Stock issuable
under the Plans, when issued, delivered and paid for in accordance with the
Plans and in the manner described in the Registration Statement, will be
validly issued, fully paid and nonassessable.

     In rendering this opinion we express no opinion as to the laws of any
jurisdiction other than the laws of the Yukon Territory.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the General Rules and Regulations
of the Securities and Exchange Commission.

                                  Yours truly,

                                  ANTON CAMPION MACDONALD OYLER

                                  /s/ Kenneth A. Oyler