EXHIBIT 5

               [LETTERHEAD OF CHITIZ PUNDIT PATHAK & SOKOLOFF]


                                                      March 5, 2001

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549

                  Re:   Registration Statement on Form S-8
                        of Micromem Technologies Inc.
                        ----------------------------------


We have acted as Ontario counsel to Micromem Technologies Inc. (the
"Corporation"), in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") with respect to the registration under
the Securities Act, as amended, (the "Act"), of an aggregate of 8,000,000 common
shares (the "Shares"), issuable pursuant to (1) the Micromem Technologies Inc.
1999 Stock Option Plan (the "1999 Plan"), and (2) the Micromem Technologies Inc.
2000 Stock Option Plan (the "2000 Plan", and, together with the 1999 Plan, the
"Plans").

We have examined such statutes, public and corporate records of the Corporation
and such documents and certificates of officers of the Corporation, public
officials and others and considered such questions of law as we have considered
relevant and necessary as a basis for the opinions expressed herein. In all such
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as certified, photocopies or
facsimiles and the authenticity of the originals of such documents and
facsimiles. The following opinions exclude any knowledge which Manoj Pundit may
have in his capacity as an officer and/or director of the Corporation.

We are qualified to practise law in the Province of Ontario and to express legal
opinions only with respect to the laws of the Province of Ontario and the
federal laws of Canada applicable therein. The opinions expressed below are to
be construed in accordance with such laws in effect on the date hereof. We have
not made an independent examination of the laws of any jurisdiction other than
the Province of Ontario and the federal laws of Canada applicable therein and we
do not express or imply any opinion with respect to the laws of any other
jurisdiction except as expressly referred to herein.

Based and relying upon and subject to the foregoing, we are of the opinion that
the Shares, following the issuance and delivery of such Shares and payment
therefor in accordance with the terms stated in the Plans, will be validly
issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement. In giving the foregoing consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission thereunder.

Yours truly,

/s/ Chitiz Pundit Pathak & Sokoloff