EXHIBIT 5

November 24, 2003

Canada Mortgage and Housing Corporation
700 Montreal Road
Ottawa, Ontario
K1A 0P7

Ladies and Gentlemen:

SUBJECT:   U.S. $500,000,000
           3.375% Bonds due December 1, 2008

Reference is made to the proposed issuance of U.S.$500,000,000 aggregate
principal amount of 3.375% Bonds due December 1, 2008 (the "Bonds") of Canada
Mortgage and Housing Corporation ("CMHC"), a federal Crown corporation and an
agent of Her Majesty in right of Canada, to be sold pursuant to an Underwriting
Agreement dated November 18, 2003 (the "Underwriting Agreement") between
Deutsche Bank Securities Inc. and The Toronto-Dominion Bank, as representatives
for the several underwriters listed in Schedule II thereof (the "Underwriters")
and CMHC.

In connection with the issue of the Bonds, CMHC proposes to enter into a Fiscal
Agency Agreement, dated as of November 25, 2003 (the "Fiscal Agency Agreement"),
with Royal Bank of Canada, London Branch, as fiscal agent, transfer agent,
registrar and principal paying agent.

I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such statutes, documents, certificates of public officials and
other instruments relating to the authorization, issuance and sale of the Bonds
by CMHC as I have deemed necessary, including the following:

(a)  the Resolution of the Board of Directors of CMHC dated August 19, 2002;

(b)  the Underwriting Agreement;

(c)  the Fiscal Agency Agreement; and

(d)  the form of the Bonds (the "Global Bond").

It is my opinion that:

1.   the Fiscal Agency Agreement has been duly authorized and, when executed and
     delivered, will constitute a valid and legally binding agreement of CMHC in
     accordance with its terms; and


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2.   the issuance of the Bonds has been duly authorized and the Global Bond,
     when it has been duly authenticated in accordance with the provisions of
     the Fiscal Agency Agreement and delivered to and paid for by the
     Underwriters in accordance with the provisions of the Underwriting
     Agreement, will constitute a valid, legally binding, direct unconditional
     obligation of CMHC in accordance with its terms and payment of the
     principal of and interest on the Global Bond so authenticated, delivered
     and paid for will ultimately be a charge on and payable out of the
     Consolidated Revenue Fund of Canada.

The foregoing opinions are subject to the following limitations and
qualifications:

(a)  enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or other laws affecting creditors' rights
     generally;

(b)  judgments against Her Majesty in right of Canada are not capable of being
     enforced by execution levied against the property of Her Majesty in right
     of Canada. Property of CMHC is property of Her Majesty in right of Canada;

(c)  equitable remedies such as specific performance and injunction are only
     available in the discretion of the court before which they are sought;

(d)  the remedies of specific performance and injunction shall not be granted by
     a court against the Crown and the court may, in lieu thereof, make an order
     declaratory of the rights of the parties; and

(e)  payment of the Consolidated Revenue Fund of Canada of any money awarded by
     a judgment to any person against the Crown, whether in the name of CMHC or
     in the name of the Crown, is subject to the delivery to the Minster of
     Finance of a certificate of judgment against the Crown in prescribed from
     pursuant to the Crown Liability and Proceedings Act (Canada).

I hereby consent to the inclusion of this opinion letter as an exhibit to CMHC's
Form 18-K/A filed with the Securities and Exchange Commission on the date hereof
and to the use of my name under the heading "Legal Opinions" in the prospectus
supplement dated November 18, 2003 to the prospectus dated August 14, 2003.

Yours sincerely,

/s/ Douglas V. Tyler
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Douglas V. Tyler
General Counsel