Exhibit
99.5




FORM
52-109F1
 CERTIFICATION
OF ANNUAL FILINGS
 FULL
CERTIFICATE
  I, Claire
Castonguay, Vice President, Finance and Controller, providing this certificate
in my capacity as Chief Financial Officer, of
Copernic Inc. certify the following:
  1.           Review:I
have reviewed the AIF (in its form as Annual Report on Form 20-F), annual
financial statements and annual MD&A, including, for greater certainty, all
documents and information that are incorporated by reference in the AIF
(together, the “annual filings”) of Copernic Inc.(the
“issuer”) for the financial year ended December 31,
2008.
  2           No
misrepresentations:Based on my knowledge, having exercised reasonable
diligence, the annual filings do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated or that is necessary
to make a statement not misleading in light of the circumstances under which it
was made, for the period covered by the annual filings.
  3.           Fair
presentation:Based on my knowledge, having exercised reasonable
diligence, the annual financial statements together with the other financial
information included in the annual filings fairly present in all material
respects the financial condition, results of operations and cash flows of the
issuer, as of the date of and for the periods presented in the annual
filings.
  4.           Responsibility:The issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (DC&P) and
internal control over financial reporting (ICFR), as those terms are defined in
National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and
Interim Filings, for the issuer.
  5.           Design:Subject to the limitations, if any, described in paragraphs 5.2 and 5.3,
the issuer’s other certifying officer and I have, as at the financial year
end
  (a)         designed
DC&P, or caused it to be designed under our supervision, to provide
reasonable assurance that
  (i)         material
information relating to the issuer is made known to us by others, particularly
during the period in which the annual filings are being prepared;
and
  (ii)         information
required to be disclosed by the issuer in its annual filings, interim filings or
other reports filed or submitted by it under securities legislation is recorded,
processed, summarized and reported within the time periods specified in
securities legislation; and
  (b)         designed
ICFR, or caused it to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with the issuer’s
GAAP.
  5.1           Control
framework:The control framework the issuer’s other certifying officer
and I used to design the issuer’s ICFR is the Committee of Sponsoring
Organizations of Treadway Commission (COSO).
  5.2           ICFR – material
weakness relating to design:  N/A
  5.3           Limitation on
scope of design:N/A
  
 6.           Evaluation:The issuer’s other certifying officer and I have
  (a)         evaluated,
or caused to be evaluated under our supervision, the effectiveness of the
issuer’s DC&P at the financial year end and the issuer has disclosed in its
annual MD&A our conclusions about the effectiveness of DC&P at the
financial year end based on that evaluation; and
  (b)         evaluated,
or caused to be evaluated under our supervision, the effectiveness of the
issuer’s ICFR at the financial year end and the issuer has disclosed in its
annual MD&A.
  (i)         our
conclusions about the effectiveness of ICFR at the financial year end based on
that evaluation; and
  (ii)         N/A.
  7.           Reporting changes
in ICFR:The issuer has disclosed in its annual MD&A any change in
the issuer’s ICFR that occurred during the period beginning on September, 30
2008and
ended on December 31, 2008that
has materially affected, or is reasonably likely to materially affect, the
issuer’s ICFR.
  8.           Reporting to the
issuer’s auditors and board of directors or audit committee:The issuer’s
other certifying officer and I have disclosed, based on our most recent
evaluation of ICFR, to the issuer’s auditors, and the board of directors or the
audit committee of the board of directors any fraud that involves management or
other employees who have a significant role in the issuer’s ICFR.
  Date:
March 27, 2009
  s/s Claire
Castonguay
 Claire
Castonguay
 Vice
President, Finance and Controller
 in my capacity as Chief
Financial Officer