Clifford L. Neuman, P.C.
E-mail: clneuman@neuman.com NEUMAN & DRENNEN, LLC
Attorneys at Law 

TEMPLE-BOWRON HOUSE
1507 PINE STREET
BOULDER, COLORADO 80302  Telephone: (303) 449-2100
Facsimile: (303) 449-1045  Denver Office
4643 South Ulster Street, Suite 800
Denver, Colorado 80237  
Telephone: (303) 221-4700
Facsimile: (303) 226-4115

January 11, 2002

XML - Global Technologies, Inc.
1818 Cornwall Avenue, Suite 9
Vancouver, B.C. Canada V6J 1C7

        Re:       Post-Effective Amendment No. 1 to Registration Statement on Form SB-2

Ladies and Gentlemen:

       We have acted as counsel to XML - Global Technologies, Inc. (the "Company") in connection with Post-Effective Amendment No. 1 to the Registration Statement on Form SB-2 (the "Registration Statement") to be filed with the United Stated Securities and Exchange Commission, Washington, D.C., pursuant to the Securities Act of 1933, as amended, covering the registration of an aggregate of 200,000 shares of Common Stock, $.0001 par value ("Common Stock"). In connection with such representation of the Company, we have examined such corporate records, and have made such inquiry of government officials and Company officials and have made such examination of the law as we deemed appropriate in connection with delivering this opinion.

       Based upon the foregoing, we are of the opinion as follows:

       1.       The Company has been duly incorporated and organized under the laws of the State of Colorado and is validly existing as a corporation in good standing under the laws of that state.

2.       The Company's authorized capital consists of five hundred million (500,000,000) shares of Common Stock having a par value of $0.0001 each and one hundred million (100,000,000) shares of Preferred Stock having a par value of $.01 each.

3.       The 200,000 shares of the Company's Common Stock being registered for sale as more fully described in the Registration Statement are lawfully and validly issued, fully paid and non-assessable securities of the Company.

                                                                                         Sincerely,

                                                                                         /s/ Clifford L. Neuman
                                                                                         Clifford L. Neuman

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