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                                                                     Exhibit 5.1

                       GOLDMAN, SPRING, SCHWARTZ & KICHLER


                                    ---------

                             BARRISTERS & SOLICITORS


      SUITE 700 - 40 SHEPPARD AVENUE WEST - NORTH YORK - ONTARIO - M2N 6K9
              TELEPHONE (416) 225-9400 - TELECOPIER (416) 225-4805


                                             E-MAIL:    gssk@gssk.com

                                             August 15, 2000


BY COURIER

Changepoint Corporation
1595 Sixteenth Avenue
Suite 702
Richmond Hill, Ontario
L4B 3N9

Dear Sirs:

          At your request, we have examined Amendment No. 4 to the
registration statement on Form F-1 filed pursuant to the United States
Securities Act of 1933, as amended (the "Securities Act"), by Changepoint
Corporation, a corporation amalgamated under the laws of the Province of
Ontario (the "Company"), with the United States Securities and Exchange
Commission (the "SEC") on August 15, 2000 (the "Registration Statement")
relating to the registration under the Securities Act of up to 5,750,000
common shares of the Company without par value (the "Shares"), including
authorized but unissued Shares being offered by the Company (including Shares
subject to the underwriters' over-allotment option). The Shares are to be
sold to the underwriters named in the Registration Statement for resale to
the public.

EXAMINATIONS

          In connection with this opinion letter, we have examined the
following:

     (i)  a certified copy of a resolution of the directors of the Company
          dated February 29, 2000 and a certified copy of a resolution of the
          shareholders of the Company dated March 3, 2000 (collectively, the
          "Resolutions") authorizing the issuance of the Shares;

     (ii) the Company's registration statement on Form F-1 (the "Initial
          Registration Statement") filed on March 8, 2000;

    (iii) Amendment No. 1 to the Initial Registration Statement filed on April
          14, 2000;

     (iv) Amendment No. 2 to the Initial Registration Statement filed on June
          29, 2000;

      (v) Amendment No. 3 to the Initial Registration Statement filed on July
          27, 2000; and

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                       GOLDMAN, SPRING, SCHWARTZ & KICHLER

     (vi) the Registration Statement.

          We have also examined such other records and documents provided to us
and such statutes, regulations and other public and corporate records of the
Company and considered such questions of law as we have considered relevant and
necessary for the purposes of the opinions expressed below.

RELIANCE AND ASSUMPTIONS

          For the purposes of the opinion expressed below, we have relied upon
the Resolutions and have assumed:

     (i)  the genuineness of all signatures on each document that we have
          examined; and

     (ii) the authenticity of all documents submitted to us as originals, the
          conformity with the originals of all documents submitted to us as
          copies, whether photostatic, telecopied or otherwise.

OPINION

          Based and relying on the foregoing assumptions and subject to the
following qualification and limitation, we are of the opinion that, upon
completion of the proceedings proposed by the Company:

1.   The Shares to be offered and sold by the Company pursuant to the
     Registration Statement have been duly allotted for issuance and, upon the
     receipt of the consideration therefor, will be validly issued and
     outstanding as fully paid and non-assessable.

QUALIFICATION

          The foregoing opinion is subject to the qualification that we are
solicitors qualified to practice law solely in the Province of Ontario and we
express no opinion as to any laws or any matters governed by any laws other than
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.


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                       GOLDMAN, SPRING, SCHWARTZ & KICHLER

LIMITATION

          We consent to the use of this opinion as an exhibit to the
Registration Statement and any amendments thereto and further consent to the
reference to our firm set forth under the caption "Legal Matters" in the
prospectus included in the Registration Statement.

                                         Yours very truly,

                                     /s/ GOLDMAN, SPRING,
                                         SCHWARTZ & KICHLER