Lang Michener
BARRSTERS& SOLICITORS - PATENT & TRADE MARK AGENTS
Toronto BCE Place, P.O. Box 747, Suite 2500
Vancouver 181 Bay Street, Toronto, Ontario, Canada M5J2T7
Ottawa Telephone (416) 360-8600
Facsimile (416)365-1719
July 21, 2003
Diversinet Corp.
2225 Sheppard Avenue East,
Suite 1801,
Toronto, ON M2J 5C2
Dear Sirs:
RE: DIVERSINET CORP. (THE "COMPANY")
We have acted as special Canadian counsel to the Company in
connection with the (i) the issue and sale by the Company of
5,000,000 common shares (the "Placement Shares") in the capital
of the Company pursuant to stock purchase agreements (the
"Purchase Agreements") made as of May 15, 2003 and as accepted by
the Company June 23, 2003 among the Company and each of the
Purchasers (the "Purchasers") named therein (such transaction
being referred to as the "Private Placement"), (ii) the issue by
the Company of 40,000 common shares in the capital of the Company
(the "Retainer Shares") as directed by Sunrise Securities Corp.
(the "Agent") in respect of the Retainer Fee under the Financial
Advisory and Investment Banking Agreement (the "Advisory
Agreement") dated May 9, 2003, 2003 between the Company and the
Agent, (iii) the issue by the Company of 500,000 warrants (the
"Broker Warrants") under the terms of the Advisory Agreement and
as directed by the Agent, with each Broker Warrant entitling the
holder to subscribe for one common share in the capital of the
Company (the "Broker Warrant Shares") during the period stated
therein at a price of US$0.62 (subject to adjustment in
accordance with the term thereof); (iv) the issue by the Company
of 500,000 common shares in the capital of the Company (the "Fee
Shares") in respect of the fee payable to the Agent in connection
with the Private Placement under the terms of the Advisory
Agreement and as directed by the Agent; (v) the issue by the
Company of 200,000 common shares in the capital of the Company
(the "PR Shares") under the terms of the a Public Relations
Agreement (the "PR Agreement") dated May 14, 2003 between the
Company and Sunrise Financial Group, Inc. and as directed by
Sunrise Financial Group, Inc.; (vi) the issue by the Company of
100,000 warrants (the "PR Warrants") under the terms of the PR
Agreement and as directed by Sunrise Financial Group, Inc., with
each PR Warrant entitling the holder to subscribe for one common
share in the capital of the Company (the "PR Warrant Shares")
during the period stated therein at a price of US$0.60 (subject
to adjustment in accordance with the term thereof); (vii) the
issue by the Company of 250,000 common shares in the capital of
the
Lang Michener
BARRSTERS& SOLICITORS - PATENT & TRADE MARK AGENTS
Company (the "Business Development Shares") under the terms of a
Business Development Agreement dated May 14, 2003 between the
Company and iSimplify LLC (the "Business Development Agreement")
and as directed by iSimplify LLC; (viii) the review of an
aggregate of 120,000 warrants of the Company dated January 2,
2003 issued to five individuals in accordance with a direction of
Parul Atul Parikh (the "DSS Warrants"), with each DSS Warrant
entitling the holder to subscribe for one common share in the
capital of the Company (the "DSS Warrant Shares") at a price of
US$3.75 (after giving effect to a subsequent 10 for one share
consolidation) during the periods specified therein with respect
to a specified number of common shares; and (ix) the review of an
Advisory Board Consultant Agreement between the Company. Good
Harbor Consulting, LLC ("Good Harbor")and Richard Clark effective
July 1, 2003 (the "Good Harbor Agreement") pursuant to which the
Company has agreed to issue to 50,000 warrants (the "Good Harbor
Warrants") to Good Harbor, with each Good Harbor Warrant
entitling the holder to subscribe for one common share in the
capital of the Company (the "Good Harbor Warrant Shares") at a
price of US$0.62.
In connection with rendering this opinion,
(a) we have reviewed the following documents: (i) the form of
the Purchase Agreements, Advisory Agreement, PR Agreement
and Business Development Agreement, (ii) treasury directions
dated June 20, 2003 with respect to certificates
representing the Placement Shares, Retainer Shares, Fee
Shares and PR Shares, (iii) a form of the certificate
representing the Broker Warrants, PR Warrants and DSS
Warrants, (iv) a form of direction dated June 23, 2003 from
the Agent with respect to the Retainer Shares, Fee Shares
and Broker Warrants, (v) a form of direction dated June 23,
2003 from Sunrise Financial Group, Inc. with respect to the
PR Warrants and PR Shares, (vi) a form of direction from
iSimplify LLC dated June 23, 2003 with respect to the
Business Development Shares, (vii) a form of direction from
Atul Parikh dated January 2, 2003 in respect of the DSS
Warrants, (viii) the Good Harbor Agreement, (ix) forms of
resolutions of the board of directors of the Company with
respect to the transactions referred to above, and (x) forms
of the securities referred to above in the opening
paragraph; (other than certificates representing the Good
Harbor Warrants);
(b) we have examined originals, photocopies, certified copies of
facsimiles of such public records and certificates and have
considered such questions of law as we have deemed relevant
and necessary in order to render the opinion hereinafter
expressed;
(c) we have assumed the documents referred to in paragraph (a)
have been duly executed and delivered by all parties thereto
and the genuineness of all signatures and the authenticity
of all documents submitted to us as photostatic, certified
or facsimile copies and the authenticity of the originals of
all photostatic or facsimile copies;
(d) we have assumed original copies of the executed Purchase
Agreements, Advisory Agreement, PR Agreement, Business
Development Agreement, Broker Warrants, PR Warrants, DSS
Warrants, Good Harbor Agreement and directions referred to
above in paragraph (a) are in the form provided to us by the
Company, and
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Lang Michener
BARRSTERS& SOLICITORS - PATENT & TRADE MARK AGENTS
the accuracy of the representation and warranties and
compliance with the covenants of the parties thereto; and
that the certificates representing the Good Harbor Warrents
will be in the form provided in the officers' certificate
referred to in paragraph (h) below;
(e) we have assumed that each holder of securities referred to
above is resident of the jurisdiction noted in the address
marked on certificates for such securities and where no
address is marked, that such holder is not a resident of
Canada;
(f) we have assumed that the Agent did not engage or hold itself
out as engaging in Ontario in the business of trading in
securities in connection with the issuance of the Placement
Shares;
(g) we have assumed (and are not opining) that the issuance of
all securities referred to above complied in all respect
with all requirements of applicable securities legislation;
(h) for the purposes of our opinion in paragraph 1, we have
relied exclusively a certificate of status issued under the
Business Corporations Act (Ontario) dated June 13, 2003; and
(i) as to certain matters of fact, we have relied solely on a
certificate from the Chief Executive Officer and the Chief
Executive Officer of the Company dated July 21,2003;
Although we are qualified to practice law in the Provinces of
Ontario and British Columbia, our opinions are limited to the
laws and of the Province of Ontario and the federal laws of
Canada applicable therein.
Based and relying upon and subject to the foregoing and to the
qualifications herein expressed, we are of the opinion that:
1. The Company is a corporation incorporated under the laws of
Ontario, Canada and has not been dissolved.
2. The Placement Shares, Retainer Shares, Fee Shares, PR Shares
and Business Development Shares have been duly and validly
issued, as fully paid and non-assessable shares in the
capital of the Company.
3. The Warrant Shares, when issued in accordance with the terms
of the Broker Warrants, will be duly and validly issued,
fully paid and non assessable.
4. The PR Warrant Shares, when issued in accordance with the
terms of the PR Warrants, will be duly and validly issued,
fully paid and non assessable.
5. The DSS Warrant Shares, when issued in accordance with the
terms of the DSS Warrants, will be duly and validly issued,
fully paid and non assessable.
6. The Good Harbor Warrant Shares, when issued in accordance
with the terms of the Good Harbor Warrants (if and when a
certificate representing the Good Harbor Warrants (if and
when a certificate representing the Good Habour Warrants is
issued), will be duly and validly issued, fully paid and
non-assessable.
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Lang Michener
BARRSTERS& SOLICITORS - PATENT & TRADE MARK AGENTS
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement of the Company on Form F-3 to be filed
under the United States Securities Act of 1933, as amended
relating to the registration of the securities referred to in
paragraphs 2, 3, 4, 5 and 6 above. In giving this opinion, we do
not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the Rules
and Regulations of the Securities and Exchange Commission.
Yours very truly,
(SIGNED) LANG MICHENER
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