Lawyers / Patent & Trade-Mark Agents
Avocats / Agents de brevets et de marques de commerce
EXHIBIT 5.1
January 23, 2004
Workstream Inc.
495 March Road
Suite 300
Ottawa, ON K2K 3G1
Ladies and Gentlemen:
RE: REGISTRATION STATEMENT ON FORM S-3
OUR REFERENCE: CREB140
We have acted as counsel to Workstream Inc., a corporation organized under the
laws of Canada (the "Company"), in connection with the preparation of a
registration statement on Form S-3, (as the same may be amended, the
"Registration Statement") relating to the offer and sale of 6,317,186 common
shares, without par value (the "Common Shares"), of the Company by certain
selling shareholders named in the Registration Statement.
In connection therewith, we have examined originals or copies (certified or
otherwise identified to our satisfaction) of the Articles of Incorporation and
By-laws of the Company, the Registration Statement, resolutions adopted by the
Company's Board of Directors with respect to the matters referred to herein, and
other records and documents that we have deemed necessary for the purpose of
this opinion. We have also examined such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for the opinion
hereinafter expressed. We have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company and others.
The opinion expressed herein assumes the exercise, prior to the time on which
the Registration Statement is declared effective, of all of the outstanding
warrants of the Company held by Crestview Capital Fund LP and its affiliates,
Sands Brothers Venture Capital III LLC and its affiliates, Standard Securities
Capital Corporation, Nathan Low and Michael H. Weiss into Common Shares.
90 rue Sparks Street, Ottawa, Ontario, Canada K1P 1E2
t: 613-238-2022, 1-800-268-8292 f: 613-238-8775
www.perlaw.ca
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2
JANUARY 23, 2004
Based upon the foregoing and subject to the assumptions and qualifications
stated herein, it is our opinion that the Common Shares being registered hereby
have been legally issued and are fully paid and non-assessable.
We give no opinion as to the application of the laws of any jurisdiction other
than the Province of Ontario.
We hereby expressly consent to the reference to our firm in the Registration
Statement under the Prospectus caption "Legal Matters" and to the inclusion of
this opinion as an exhibit to the Registration Statement. In giving this
consent, we do not hereby admit that we are acting within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules or regulations of the Securities and Exchange Commission
thereunder.
This opinion is to be used solely for the purpose of the registration of the
Common Shares and may not be used for any other purpose.
Yours truly,
PERLEY-ROBERTSON, HILL & MCDOUGALL LLP
/s/ Perley-Robertson, Hill & McDougall LLP