EXHIBIT NO. 5

                       Opinion of Mintz & Fraade, P.C.

                                                          December 11, 2000

The Widecom Group Inc.
72 Devon Road, Unit 17
Brampton, Ontario
Canada, L6T 5B4

Re:   The Widecom Group Inc.
      ----------------------

Gentlemen:

      We are rendering this opinion to you in connection with the offering
(the "Offering") of 32,000 shares of Common Stock (the "Shares") of The
Widecom Group, Inc., a Canadian corporation (the "Company"), which are to
be issued in consideration for consulting services by the Company pursuant
to a Registration Statement filed with the Securities and Exchange
Commission pursuant to Form S-8 of the Securities Act of 1933, as amended
(the "Act"). We have not taken part in any aspect of the Offering. Our
engagement with respect to the Offering is limited solely to the rendering
of this opinion.

      In connection with rendering this opinion we have examined originals
or copies of the following documents, instruments and agreements
(collectively the "Documents"):

            a)  the Articles of Incorporation of the Company, and any
      amendments, as filed with the Ministry of Consumer and Commercial
      Relations of Ontario; and

            b)  the By-Laws of the Company.

      In our examination, we have assumed, without investigation, the
authenticity of the Documents, the genuineness of all signatures to the
Documents, the legal capacity of all persons who executed the Documents,
the due authorization and valid execution by all parties to the Documents,
that the Agreement constitutes a valid and legally binding agreement and
obligation of all parties thereto, the authenticity of all Documents
submitted to us as originals, and that such Documents are free from any
form of fraud, misrepresentation, duress or criminal activity, and the
conformity of the originals of the Documents which were submitted to us as
certified or photostatic copies.

      Solely for purposes of this opinion, you should assume that our
investigation was and will be limited exclusively to those items which are
specifically set forth in this opinion and that no further investigation
has been or will be undertaken and that we have only reviewed and will only
review the Documents which are specifically designated in this opinion.

      In rendering this opinion, we have assumed the legal competency of
all parties to the Documents and the due authorization, valid execution,
delivery and acceptance of all Documents by all parties thereto.

      We have further assumed, among other things, that the recipient of
the Shares will have provided consideration acceptable to the Board of
Directors and in compliance with Form S-8 and that any Shares to be issued
will have been registered in accordance with the Act, absent the
application of an exemption from registration, prior to the issuance of
such Shares.

      Based upon the foregoing and in reliance thereof, it is our opinion
that, subject to the limitations set forth herein, the Shares to be issued
will be duly and validly authorized, legally issued, fully paid and non-
assessable. This opinion is expressly limited in scope to the Shares
enumerated herein which are to be expressly covered by the referenced
Registration Statement and does not cover subsequent issuances of shares,
pertaining to services to be performed in the future (such transactions are
required to be included in either a new Registration Statement or a Post
Effective Amendment to the Registration Statement including updated
opinions).

      The Securities and Exchange Commission (the "SEC") or any state
regulatory authority could disagree with our opinion. Moreover, no
assurance can be given that there will not be a change in existing law or
that the SEC or any state regulatory authority will not alter its present
views either prospectively or retroactively or adopt new views with respect
to any matters which are summarized above and those matters upon which we
have rendered our opinion.

      The opinions set forth herein are limited to the laws of the State of
New York, and the federal laws of the United States, and we express no
opinion on the effect on the matters covered by this opinion of the laws of
any other jurisdiction.

      This opinion is rendered solely for the benefit of you in connection
with the transaction described herein and may not be delivered to or relied
upon by any other person without our prior written consent.

                                       Very truly yours,

                                       Mintz & Fraade, P.C.

                                       By: /s/ Alan P. Fraade
                                           ---------------------
                                           Alan P. Fraade