Exhibit 5.1


                  [LETTERHEAD OF ANTON CAMPION MACDONALD OYLER
                                  APPEARS HERE]


December 20, 2000


Certicom Corp.
5520 Explorer Drive
Mississauga, Ontario
L4W 5L1
Canada

Dear Sirs/Mesdames:

Re:  Registration Statement on Form S-8

We have acted as Yukon  Territory  counsel for  Certicom  Corp.,  a  corporation
organized  under  the  laws of the  Yukon  Territory,  Canada  (the  "Company"),
connection  with the  registration  of  500,000  Common  Shares  of the  Company
issuable under the Certicom Corp.  2000  Directors'  Incentive  Plan,  1,000,000
Common Shares  issuable under the Certicom  Corp.  2000 United States Stock Plan
and 2,000,000  Common Shares issuable under the Certicom Corp. 1997 Stock Option
Plan (collectively the "Plans") (the "Common Shares").  In connection therewith,
we have examined,  among other things,  the  Registration  Statement on Form S-8
(the  "Registration  Statement")  proposed to be filed by the  Company  with the
Securities  and Exchange  Commission on or about December 21, 2000. We have also
examined the  proceedings  and other  actions taken by the Company in connection
with the  authorization  of the Common Shares  issuable under the Plans and such
other matters as we deemed necessary for purposes of rendering this opinion.

Based upon the foregoing,  and in reliance thereon, we are of the opinion, as of
the date hereof,  that the shares of Common Stock issuable under the Plans, when
issued,  delivered and paid for in  accordance  with the Plans and in the manner
described in the Registration Statement,  will be validly issued, fully paid and
nonassessable.

In  rendering  this  opinion,  we  express  no  opinion  as to the  laws  of any
jurisdiction other than the laws of the Yukon Territory.






We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement.  In giving  this  consent,  we do not admit that we are
within the category of persons whose consent is required  under Section 7 of the
Securities Act of 1933, as amended,  or the General Rules and Regulations of the
Securities and Exchange Commission.


                                     Yours truly,

                                     ANTON CAMPION MACDONALD OYLER

                                     \s\ Gareth C. Howells