January __, 2002

Board of Directors
Sideware Systems Inc.
1600 - 777 Dunsmuir Street
Vancouver, BC V7Y 1K4

Members of the Board of Directors:

     We have acted as special counsel to Sideware Systems, Inc., a
Yukon corporation (the "Company"), in connection with the
corporate proceedings taken and to be taken relating to the merger of
KM Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of the Company ("Merger Sub"), with and into KnowledgeMax,
Inc., a Delaware corporation ("KnowledgeMax"), with KnowledgeMax being
the surviving corporation (the "Merger"). With respect to the
registration statement on Form S-4 (the "Registration Statement")
filed today with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
___________ shares of common stock, $.01 par value, of the Company
(the "Shares") to be issued to the (i) holders of common stock of
KnowledgeMax as merger consideration pursuant to that certain
Agreement and Plan of Merger and Reorganization, dated December __,
2001 (the "Merger Agreement"), by and among the Company, the Merger
Sub, and KnowledgeMax and (ii) holders of common shares, no par value,
of the Company in exchange for their existing common shares in
connection with the domestication of the Company from Canada to the
State of Delaware pursuant to the Merger Agreement (the
"Domestication," and together with the Merger, the "Transaction"), we
have examined, are familiar with and to the extent we deemed
appropriate we have relied on originals or copies, certified or
otherwise, identified to our satisfaction, of (i) the Registration
Statement, (ii) the form of certificate of domestication, certificate
of incorporation and bylaws of the Company to be filed with the
Secretary of State of the State of Delaware, (iii) the Merger
Agreement, (iv) the resolutions adopted by the Board of Directors of
the Company relating to the Merger Agreement and (v) such other
documents, agreements, records, instruments, certificates of public
officials and certificates of officers or other representatives of the
Company, KnowledgeMax and Merger Sub or others as we have deemed
necessary or appropriate.  Based on the above, and subject to the
qualifications below, it is our opinion that:

     The Shares to be issued in the Transaction, when (i) the
pertinent provisions of the Securities Act of 1933 and such "blue
sky," securities, and take-over laws as may be applicable have been
complied with and (ii) the Shares to be issued have been duly
delivered against payment therefor as set forth in the Merger
Agreement, such Shares will be legally issued, fully paid and
non_assessable.

     In connection with rendering the opinion above, we have assumed
without independent investigation or verification, (i) the genuineness
of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies, (iii) and relied upon
the truth, accuracy and completeness (without independent
investigation or verification) of the information, representations,
warranties and statements contained in the Merger Agreement among the
Company, KnowledgeMax and Merger Sub, as well as such other records,
documents, instruments and certificates we have reviewed, (iv) that
the shares of capital stock of KnowledgeMax and the Company exchanged
by the holders thereof in the Transaction are validly authorized,
validly issued, fully paid and non-assessable, and (iv) that the
Company's domestication to Delaware is effected in accordance with the
requirements of the Delaware General Corporate Law and the Delaware
certificate of domestication, certificate of incorporation, bylaws and
form of stock certificate of the Company, in the form examined by us,
are filed with, and accepted by, the Secretary of State of the State
of Delaware.

     Our opinion is limited to applicable provisions of the Delaware
General Corporation Law without reference to conflict of laws and to
matters of federal law.  We express no opinion 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 to the reference to this opinion under
the caption "Legal Matters" in the joint proxy statement-prospectus
included therein.  In giving this consent, we do not thereby admit
that we are included in 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 Exchange Commission
promulgated thereunder.

                                           Very truly yours,