As filed the Securities and Exchange Commission
             on December 28, 2000                          Registration No. 333_
- --------------------------------------------------------------------------------


                                                                     Exhibit 5.1

File Reference:  NS26117-3

December 21, 2000
Genesis Microchip Incorporated
165 Commerce Valley Drive W.
Thornhill, Ontario, Canada L3T 7V8

Ladies and Gentlemen:

     We are Nova Scotia counsel for Genesis Microchip Incorporated, a body
corporate under the laws of the Province of Nova Scotia ("Genesis"), and have
reviewed the Registration Statement on Form S-8 (the "Registration Statement"),
to be filed by Genesis on or about December 27, 2000 with the Securities and
Exchange Commission pursuant to The Securities Act of 1933, as amended, for the
registration of:

     (a)  250,000 common shares without nominal or par value in the capital
stock of Genesis for issuances under the 1997 Non-Employee Stock Option Plan of
Genesis; and

     (b)  200,000 common shares without nominal or par value in the capital
stock of Genesis for issuance under the 1997 Employee Stock Purchase Plan of
Genesis.

     The 450,000 common shares without nominal or par value in the capital stock
of Genesis issuable upon the exercise of stock options granted pursuant to the
1997 Employee Stock Purchase Plan and the 1997 Non-Employee Stock Option Plan
(collectively, the "Plans"), are hereinafter referred to as the "Common Shares".

     We have reviewed the Registration Statement and such agreements, records,
certificates and other documents and made such reviews, examinations and
inquiries and considered such matters of law as are, in our opinion, necessary
or appropriate for the purposes of rendering this opinion.  In giving this
opinion, we have assumed the genuineness of all signatures (whether on originals
or copies of documents), the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as notarial, certified, conformed, photostatic or faxed copies thereof and the
authenticity of the originals of such documents.

     On the basis of the foregoing and assuming the due execution and delivery
of certificates representing the Common Shares, we are of the opinion that the
Common Shares, when issued and delivered against payment in full of the agreed
consideration therefor pursuant to the terms of the respective Plans, will be
validly issued, fully paid and non-assessable.

     We are qualified to practice law in the Province of Nova Scotia.  The
opinion expressed in this letter relates only to the laws of Nova Scotia and the
federal laws of Canada applicable in the Province of Nova Scotia.  No opinions
are expressed with respect to the laws of any other jurisdiction.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.


                                    /s/ Stewart McKelvy Stirling Scales