Exhibit 5.1


            [Letterhead of Aird & Berlis, Barristers and Solicitors]




September 27, 1999

Talisman Enterprises Inc.
2330 Southfield Road
Mississauga, Ontario
Canada L5N 2W8

Dear Sirs:

RE: REGISTRATION STATEMENT ON FORM SB-2/REGISTRATION NO. 333-83123

We act as corporate counsel to Talisman Enterprises Inc. (the "Company") which
is organized pursuant to the laws of the Province of Ontario and which has
retained legal counsel in the United States of America in connection with the
registration of certain securities of the Company pursuant to the SECURITIES ACT
OF 1933, as amended (the "Securities Act"). In that regard, the above captioned
registration statement on Form SB-2 (the "Registration Statement") is being
filed under the Securities Act by the Company with the Securities and Exchange
Commission (the "Commission") for the purpose of registering the proposed public
offering of:

         a.       1,150,000 common shares in the capital of the Company with no
                  par value (the "Common Stock") being offered for sale by the
                  Company inclusive of securities issuable on the exercise of
                  the over-allotment option described in the Registration
                  Statement (the "Over-allotment Option");

         b.       1,024,627 common shares to be sold by the selling shareholder
                  which includes 1,014,627 common shares (the "Debenture Stock")
                  in the capital of the Company reserved for issuance upon the
                  automatic conversion of US$5,073,135 principal amount of 8%
                  convertible subordinated promissory notes of the Company;

         c.       1,014,627 common shares in the capital of the Company to be
                  issued upon exercise of 1,014,627 class a warrants
                  ("Warrants"); and

         d.       An Underwriters' warrant exercisable for 100,000 common shares
                  in the capital of the Company, with no par value (the
                  "Underwriters' Warrant").



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In rendering this opinion, we have examined a copy of the Registration
Statement, coupled with the Articles of Incorporation, By-laws of the Company,
as amended, minutes and resolutions of the board of directors, of the Company
and such other documents as we have deemed relevant and necessary as a basis for
this opinion.

In our examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us, the conformity to original
documents of all documents submitted to us as certified or photostatic copies,
and the authenticity of the originals of such latter documents. As to our
opinion expressed in paragraph (1) below, we have relied solely upon a
Certificate of Status issued by the Ministry of Consumer and Commercial
Relations of the Province of Ontario dated September 24, 1999 as to the
existence of the Company. Capitalized terms used in the context of the opinion
not otherwise herein defined, shall have the same meaning ascribed thereto
within the Registration Statement.

We are qualified to practise law only in the Province of Ontario, Canada and
accordingly express no opinion as to the laws of any other jurisdiction other
than the federal laws of Canada applicable in said Province.

Based upon the foregoing, we are of the opinion that:

(1) The Company is a corporation duly organized and validly subsisting under the
laws of the Province of Ontario with corporate power to conduct the business
which it conducts as described in the Registration Statement;

(2) Under the laws of the Province of Ontario, shareholders of the Company are
not personally liable for debts of the Company arising solely from their
ownership of the common shares in the capital of the Company; and

(3) The Common Stock, the Debenture Stock, the Warrants and Underwriters'
Warrant and the common shares in the capital of the Company issuable upon
exercise of the Warrants and Underwriters' Warrant have been duly and validly
authorized for issuance by the Company, and when issued, delivered and paid for,
by purchasers thereof, such securities will be fully paid and non-assessable and
conform to the description contained in the section "Description of Securities"
in the Registration Statement.

We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to this firm under the section entitled "Legal
Matters" in the Registration Statement.

Yours truly,

/s/ Aird & Berlis
Aird & Berlis,
Barristers and Solicitors