Exhibit 5.1
                       [Letterhead of McCarthy Tetrault]



                                               November ., 2000



ImagicTV Inc.
One Brunswick Square
14th Floor
Saint John, New Brunswick
E2L 3Y2

Dear Sirs/Mesdames:


      Re:  Registration Statement on Form F-1 (Registration No. 333-48452)
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     We have acted as counsel to ImagicTV Inc. (the "Company") in connection
with its proposed initial public offering of 4,750,000 common shares ("Common
Shares") and an additional 712,500 Common Shares which may be offered and sold
to cover over-allotments (together, such 5,462,500 Common Shares referred to as
the "Shares") as described in the Registration Statement of the Company on Form
F-1 (No. 333-48452), as amended (the "Registration Statement").  The Shares are
to be offered to the public pursuant to a purchase agreement (the "Purchase
Agreement") to be entered into between the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Chase Securities Inc. and CIBC World Markets Inc.,
as representatives of the underwriters.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such certificates of public officials and of such other
certificates, documents and records as we have considered necessary or relevant
for the purposes of the opinions hereinafter expressed, including:

     (a)  a certified copy of the articles and by-laws of the Company;

     (b)  certified copies of resolutions of the board of directors of the
          Company authorizing, among other things, the Registration Statement
          and the issue and sale of the Shares; and

     (c)  a certificate of compliance dated November    , 2000 issued pursuant
          to the Canada Business Corporations Act.

     For the purposes of the opinions set forth below, we have assumed, with
respect to all documents examined by us, the legal capacity of all individual
signatories, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, notarial, conformed,
telecopied or photostatic copies.  We have also assumed that the certificates
referred to above continue to be accurate as at the date hereof.


                                      -2-

     In connection with this opinion, we have assumed that, prior to the sale of
the Shares pursuant to the Purchase Agreement, the articles of the Company shall
have been amended substantially in the form of the articles of amendment of the
Company filed as Exhibit 3.3 to the Registration Statement.

     Based and relying upon the foregoing, and subject to the qualifications
herein expressed, we are of the opinion that the Shares have been duly
authorized for issuance and sale and, when issued and delivered by the Company
against payment in full of the consideration therefor as set forth in the
Purchase Agreement, will be validly issued as fully paid and non-assessable
shares.

     The opinions expressed herein are limited to the laws of the Province of
Ontario and the laws of Canada applicable therein.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Prospectus forming part of the Registration Statement.  In giving such
consent, we do not admit that we are in the category of such persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.

                                                    Yours truly,