Exhibit 5.1

July 3, 2001

Sideware Systems Inc.
102-930 West 1st Street
North Vancouver, BC V7P 3N4

Attn:  Grant Sutherland, Chairman

Dear Sirs/Mesdames:

Re:  Registration Statement on Form S-8

We have acted as special counsel to Sideware Systems Inc., a
British Columbia company (the "Company") in connection with legal
issues relating to the issue of shares on the exercise of stock
options granted pursuant to the Stock Option Plan (2001) of the
Company (the "Plan").  We understand that the Company intends to
file a registration statement pursuant to the United States
Securities Act of 1933 in respect of shares to be issued pursuant
to the Plan (the "Registration  Statement").

We have examined the Plan, a draft of the Registration Statement,
and such other documents and records of the Company and such
certificates from directors and officers as to matters of fact as
we have deemed necessary for the purpose of this opinion.  In
doing so, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and
the conformity of all documents submitted to us as copies to the
originals.

We understand that pursuant to the Plan, the Company have entered
into stock option agreements and will enter into additional
stock option agreements, with directors, officers, employees
and consultants ("Optionees").

Based on and subject to the foregoing, we are of the opinion that
upon:

(a)  issuance of common shares of the Company ("Shares") in
     accordance with individual stock option agreements entered
     into pursuant to the Plan; and

(b)  receipt by the Company of the full payment in cash required
     for the Shares under the stock option agreements between the
     Company and the Optionees;

the Shares issued pursuant to the Plan will constitute duly
authorized, validly issued, fully paid, and non-assessable common
shares in the capital of the Company.

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.  In giving such consent, we do not
thereby admit that we are in the category of persons whose
consent is required under section 7 of the Securities Act of
1933.

The writer of this opinion is a solicitor qualified to carry on
the practice of law in British Columbia only and therefore we
express no opinion as to any laws, or other matters governed by
any laws, other than the laws of British Columbia and federal
laws of Canada applicable in British Columbia.

This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions and we disclaim any obligation
to advise you of any change in these sources of law or subsequent
legal or factual development which might affect any matters or
opinions set forth in this letter.

We are opining only as to the matters expressly stated in this
letter, and no opinion should be inferred as to any other
matters.

Yours truly

MILLER THOMSON LLP

Per:

"Martin MacLachlan"

Martin L. MacLachlan