Exhibit 5.1


                                  GOODMANS LLP
                                250 Yonge Street
                                   Suite 2400
                                Toronto, Ontario
                                Canada, M5B 2M6



June 29, 2004


Drinker Biddle & Reath LLP
One Logan Square
18th & Cherry Streets
Philadelphia, PA  19103

Ladies and Gentlemen:


RE:   COTT CORPORATION



      We have acted as Canadian counsel to Cott Corporation, a Canada
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), and relating to the public offering from time to
time of up to 2,268,383 common shares of the Company (the "Shares") by holders
identified under the caption "Selling Security Holders" in the Prospectus
included in the Registration Statement.


      For purposes of this opinion, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Company's articles
of amalgamation and by-laws, each as amended and restated to date, certain
resolutions of the Company's board of directors, and such other documents and
corporate records relating to the Company and the issuance of the Shares as we
have deemed appropriate.

      In all cases, we have assumed the legal capacity of each natural person
signing any of the documents and corporate records examined by us, the
genuineness of signatures, the authenticity of documents submitted as originals,
the conformity to authentic original documents of documents submitted to us as
copies, and the accuracy and completeness of all records and other information
made available to us by the Company. As to questions of fact material to this
opinion, we have relied upon the accuracy of the certificates and other
comparable documents of officers and representatives of the Company, upon
statements made to us in discussions with the Company's management, and upon
certificates of public officials.

      We express no opinion concerning the laws of any jurisdiction other than
the laws of Ontario and all federal laws of Canada applicable in Ontario.

      Based on the foregoing, and subject to the qualifications, limitations,
and assumptions stated herein, in our opinion the issuance of the Shares by the
Company has been validly authorized by all necessary corporate action on the
part of the Company, and such Shares have been validly issued and are fully paid
and nonassessable by the Company.


This opinion is being delivered in connection with the transaction described
herein and may not be quoted from or referred to in any other documents, or
furnished (either in its original form or by copy) to any other party without
our prior written consent.






Yours very truly,



/s/ Goodmans LLP
GOODMANS LLP