Exhibit 8.2

                         [Letterhead of Foley Hoag LLP]



WaveRider Communications Inc.
255 Consumers Road

Suite 500
Toronto, Ontario M2J 1R4

WaveRider Communications (Canada) Inc.
255 Consumers Road

Suite 500
Toronto, Ontario M2J 1R4

         Re:      WaveRider Communications (Canada) Inc. --Registration
                  Statement on Form F-4

Ladies and Gentlemen:

      We have acted as counsel to WaveRider Communications Inc., a Nevada
corporation ("WaveRider"), and WaveRider Communications (Canada) Inc., a
Canadian corporation (the "Company"), in connection with the proposed
reorganization of WaveRider and the Company as described in the Registration
Statement on Form F-4 filed with the Securities and Exchange Commission (the
"Registration Statement") on August 12, 2004. The reorganization will be
effected pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
to be adopted by WaveRider, the Company, and a direct wholly-owned subsidiary of
the Company to be incorporated under the laws of the State of Nevada prior to
the Merger.

      We have examined the law and such papers, including the Merger Agreement
and the Registration Statement, as deemed necessary to render the opinion
expressed below. As to questions of fact material to our opinion we have relied
on representations of WaveRider contained in a letter addressed to us (the
"Letter of Representation"), without undertaking to verify the same by
independent investigation; and upon representations set forth in the Merger
Agreement (including the Exhibits).

      We hereby confirm as our opinion the statements that appear under the
caption "Material United States Federal Income Tax Consequences" in the
Registration Statement and that are identified as our opinion, subject to the
assumptions, qualifications and limitations set forth therein as to such
opinion.

      This opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes in
applicable law or in any information, document, covenant, statement,
representation or assumption referenced therein that becomes untrue or
incorrect. This opinion is furnished to you solely for your benefit in
connection with the filing of the Registration Statement and is not to be used,
circulated, quoted or otherwise referred to for any other purpose or relied upon
by any other person for any purpose without our prior written consent. For
purposes only of compliance with Treasury Regulation Section 1.6011-4T(b)(3)(i),
we hereby agree that you (and each of your employees, representatives, or other
agents) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the transaction and all materials of any
kind, including this opinion letter any other tax analyses, that we have
provided to you relating to such tax treatment and tax structure; provided,
however, that any such information relating to the tax treatment or tax
structure must be kept confidential to the extent necessary to comply with
applicable securities laws.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
under the headings "Material United States Federal Income Tax Consequences" and
"Legal Matters." This consent does not constitute an admission 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 rules and regulations of the
Securities and Exchange Commission thereunder.

                                              FOLEY HOAG LLP

                                              By:  /s/Richard Schaul-Yoder
                                                   a Partner