EXHIBIT 5.1

                                                              April 10, 2003

                                Brazeau Seller LLP
                               55 Metcalfe Street
                                   Suite 750
                                Ottawa, Ontario
                                 Canada K1P-6L5
                                 (613) 237-4000

ZIM Corporation
20 Colonnade Road
Suite 200
Ottawa, ON K2E 7M6
CANADA

            Re:   Registration Statement on Form S-4

Ladies and Gentlemen:

      We refer to the registration statement of ZIM Corporation, a corporation
organized under the laws of Canada (the "Company"), on Form S-4 (the
"Registration Statement") and filed with the United States Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to the registration of up to 54,889,541
common shares, without par value, of the Company (the "Common Shares"), and
5,163,500 special shares, without par value, of the Company (the "Special
Shares") (the Common Shares and the Special Shares, together the "Shares") under
the Act.

      In rendering the opinions hereinafter expressed, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
the Registration Statement, the Company's Articles and By-Laws, resolutions of
the Board of Directors of the Company dated April 10, 2003, written consents and
other actions of the Board of Directors and shareholders of the Company, and a
Certificate of Existence dated April 8, 2003 issued by Industry Canada with
respect to the existence of the Company in Canada. We have also relied, as to
certain factual matters, upon a certificate of an officer of the Company dated
the date hereof, a copy of which has been provided to you.

      We have also examined an executed copy of the Reincorporation Merger
Agreement dated as of November 1, 2002 amongst the Company, PCI Merge, Inc. and
Private Capital Investors, Inc. (the "Reincorporation Merger Agreement"), the
Amalgamation Agreement dated as of December 1, 2002 amongst the Company, ZIM
Technologies International, Inc. and PCI-ZTI Canada, Inc. (the "Amalgamation
Agreement"), the Amended and Restated Acquisition Agreement dated as of October
28, 2002 by and among the Company, Private Capital Investors, Inc., ZIM
Technologies International, Inc. and certain shareholders of Private Capital
Investors, Inc. (the "Acquisition Agreement"), those stock option agreements
listed on Schedule A hereto between the Company and those persons listed on
Schedule A hereto (as assigned by Zim Technologies International, Inc. to the
Company) (the "Option Agreements") pursuant to which certain Common Shares
("Option Shares") may be issued, which Option Shares, once paid for and issued,
will comprise a portion of the Common Shares being registered, and such
statutes, corporate records and documents as we have considered necessary to
enable us to express the opinions set forth in this opinion letter. In such
examinations, we have assumed the genuineness of all signatures, the legal
capacity of all individuals and the authenticity and enforceability of all
documents submitted to us as certified, conformed or photostatic copies or
facsimiles.

      The opinions expressed below are limited to the laws of the Province of
Ontario and the federal laws of Canada applicable in that province.

      On the basis of the foregoing, we are of the opinion that:

      1.    The Company is a corporation duly incorporated and validly existing
            under the laws of Canada;

      2.    The Shares have been duly authorized;

      3.    Upon issuance in accordance with the terms of the Reincorporation
            Merger Agreement, the Amalgamation Agreement, the Acquisition
            Agreement and the Option Agreements, including the receipt of the
            consideration therefor, the Shares, including the Option Shares,
            will be validly issued, fully paid and non-assessable.

      This opinion is limited to the express opinions provided herein and no
other opinions may be inferred. We have been retained solely for the purpose of
providing the opinions contained herein and we have not participated in the
preparation or settlement of the Reincorporation Merger Agreement, the
Amalgamation Agreement, the Acquisition Agreement or the Option Agreements or in
any negotiations or discussions concerning the transactions contemplated
thereby.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of this firm's name under the caption
"Legal Matters".

                                                          Sincerely,


                                                          /s/ Brazeau Seller LLP
                                                          BRAZEAU SELLER LLP