May 18, 2000



EVOLVING SYSTEMS, INC.
9777 Mt. Pyramid Court
Englewood, Colorado 80112

Re:      Sale of Shares of Common Stock Pursuant to Registration Statement on
         Form S-8

Gentlemen:

We have acted as counsel to Evolving Systems, Inc. (the "Company") in connection
with the registration by the Company of 1,600,000 shares of common stock (the
"Shares"), described in the Post-Effective Amendment No. 1 to the registration
statement on Form S-8 (No. 333-82473) of the Company, being filed with the
Securities and Exchange Commission concurrently herewith. In such connection we
have examined certain corporate records and proceedings of the Company including
actions taken by the Company's Board of Directors in respect of the
authorization and issuance of the Shares, and such other matters as we deemed
appropriate.

Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued and sold as contemplated by the Registration
Statement and in accordance with the employee benefit plans covered thereby,
will be legally issued, fully paid and non-assessable shares of capital stock of
the Company.

We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this Opinion as an Exhibit to the aforesaid
Registration Statement. In giving this 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 or the rules of the Securities and Exchange Commission.

Very truly yours,

HOLME ROBERTS & OWEN LLP


/s/ Nick Nimmo

Nick Nimmo