fp0002957_ex5.htm

May 18, 2011

Workstream Inc.

485 N. Keller Road, Suite 500

Maitland, FL U.S.A. 32751

Re:	Registration Statement on Form S-8

Our Reference: CREB013

Dear Sir or Madam:

We have acted as counsel to Workstream Inc., a Canadian corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”), registering a total of 347,500 shares of the Company’s common stock, no par value (the “Shares”), issuable pursuant to the Workstream Inc. 2002 Amended and Restated Stock Option Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares.

In rendering this opinion, we have examined: (i) the Articles of Incorporation and By-laws of the Company, each as presently in effect; (ii) the Registration Statement; and (iii) such certificates and other documents as we have deemed appropriate or necessary as a basis for the opinions hereinafter expressed.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and authenticity of the originals of such latter documents.

We are opining herein only as to the law of the Province of Ontario and the Federal law of Canada applicable therein, and we express no opinion with respect to any other laws.

Subject to the foregoing, it is our opinion that, as of the date hereof, the Shares to be issued under the Plan have been duly authorized by all necessary corporate action of the Company, and, upon the issuance and delivery of, and payment for, the Shares in the manner contemplated by

May 18, 2011

the Plan and assuming the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery of the Shares pursuant to the terms of the Plan, including, without limitation, collection of required payment for the Shares, if applicable, the Shares will be validly issued, fully paid and non-assessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Yours very truly,

PERLEY-ROBERTSON, HILL & MCDOUGALL LLP/s.r.l.

/s/ Perley-Robertson, Hill & McDougall LLP/s.r.l.