ANDERSON & KEIL Attorneys & Counselors ATTORNEYS AT LAW Paralegal/Office Manager at Law James G. Anderson 12101 E. 2nd Avenue, Suite 202 Shannon McLaughlin Becky L. Keil Aurora, CO 80011 (303) 343-4504 Fax: (303) 366-4078 E-mail: gremly@covad.net or blkeil@covad.net September 26, 2002 DESTINY MEDIA TECHNOLOGIES INC. 555 West Hastings Street, Suite 950 Vancouver, BC V6B 4N4 Attention: The Board of Directors - ---------------------------------- Dear Sirs: Re: DESTINY MEDIA TECHNOLOGIES INC. (the "Company") - Form S-8 Registration Statement We have acted as special Colorado counsel to the Company in connection with the consulting agreements entered into between the Company and its consultants as described in this opinion letter (the "Consultant Agreements"). Each Consultant Agreement contemplates the issuance of shares of the Company's common stock, par value $0.001 per share, in consideration for the services provided pursuant to the Consultant Agreements. In our capacity as special Colorado counsel, we have reviewed only the following documents and have made no other investigation or inquiry: 1. The Articles of Incorporation and Bylaws of the Company, as amended and in effect as of the date hereof; 2. Consultant Agreement between the Company and Charles Van Musscher dated August 28, 2002; 3. Consultant Agreement between the Company and Arn Schoch dated effective May 3, 2002; 4. Two Forms of Written Consent to Action Without Meeting of the Directors of the Company, dated August 28, 2002 and May 3, 2002, pursuant to which the Board of Directors of the Company (a) approved each Consultant Agreement; and (b) authorized the issuance of shares of the Company's common stock in consideration for the services provided by the Consultant Agreement; 5. A Certificate of the Steven Vestergaard, Chief Executive Officer of the company (the "Officer's Certificate") dated September 30th, 2002. 6. Board Meeting Minutes dated September 23, 2002 concerning Consulting Agreements with Arn Schoch and Charles Van Musscher. The Board of Directors DESTINY MEDIA TECHNOLOGIES INC. September 26, 2002 Page 2 For purposes of this opinion we have not reviewed any documents other than the documents listed in (1) through (6) above. In particular, we have not conducted any independent investigation beyond our review of the documents listed in (1) through (6) above, and we have not reviewed any document (other that the documents listed in (1) through (6) above) that is referred to or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with or would otherwise alter the opinions stated herein. In addition, we have conducted no independent factual investigation of our own but rather have relied solely on the foregoing documents, the statements and information set forth therein and the additional matters related or assumed therein, all of which we have assumed to be true, complete, and accurate. Based upon the foregoing and upon an examination of such questions of Colorado law as we have considered necessary or appropriate, and subject to the assumptions, exceptions, limitations, and qualifications set forth below, we advise you that, in our opinion, the shares of Common stock issuable upon by the Company pursuant to the Consultant Agreements will be validly issued, fully paid, and non-assessable upon issuance, subject to performance by the Consultants of the services required to be performed pursuant to the Consultant Agreements. The foregoing opinion is subject to the following assumptions, exceptions, limitations, and qualifications: A. The forgoing opinion is limited to the laws of the State of Colorado presently in effect. We express no opinion as to the laws, rules, or regulations of any other jurisdictions including, without limitations, the federal laws of the United States of America and rules and regulations relating thereto. B. We have assumed that all signatures on documents and instruments examined by us are genuine, that all documents and instruments submitted to us as originals are authentic, and that all documents and instruments submitted to us as copies or drafts of documents to be executed are complete, accurate, and authentic copies or drafts that conform (or upon execution of the originals, will conform) to authentic and executed originals, which facts we have not independently verified. C. We have assumed (I) that each of the statements made and certified in the Officer's Certificate was true and correct when made, has at no time since being made and certified become untrue or incorrect, remains true and correct on the date hereof, and will be true and correct on the date the Company is or becomes obligated to issue the shares of common stock pursuant to the Consultant Agreements, and (ii) that the Written Consents to Action Without Meeting of the Directors referenced in the Officer's Certificate have not been amended, modified, The Board of Directors DESTINY MEDIA TECHNOLOGIES INC. September 26, 2002 Page 3 or revoked since the time of their adoption, remain in full force and effect on the date hereof, and will remain in full force and effect on the date the Company is or becomes obligated to issue the shares of common stock pursuant to the Consultant Agreements. D. We have assumed that at the time the Company is or becomes obligated to issue any shares of common stock pursuant to the Consultant Agreements, the Company will have adequate authorized and unissued shares of common stock to fulfill such obligations. E. The opinions expressed in this letter are rendered as of the date hereof and are based on our understandings and assumptions as to present facts, and on the application of Colorado law as the same exists on the date hereof. We assume no obligation to update or supplement this opinion letter after the date hereof with respect to any facts or circumstances that may hereafter come to our attention or to reflect any changes in the facts or law that may hereafter occur or take effect. We understand that you wish to file this opinion as an Exhibit to the Registration Statement on Form S-8 filed by the Company and covering the shares of common stock issuable pursuant to the Consultant Agreements and we consent to such filing and to the inclusion of this opinion in such Registration Statement. This opinion is rendered solely for your benefit in connection with the transactions herein described and, except as provided in the preceding sentence, may not, without our prior written consent, be furnished or quoted to any other person or entity. Yours truly, /s/ Becky L. Keil Becky L. Keil Attorney At Law