Exhibit 5



                                     [LOGO]

                                                               Tour de la Bourse
                                     P.O. Box 61, 800 Victoria Square, 3rd Floor
                                                        Montreal, Quebec H4Z 1A9
                                                       Telephone: (514) 871-3545
                                                            Website: www.cdcc.ca

March 20, 2009

Canadian Derivatives Clearing Corporation
800 Victoria Square
P.O. Box 61 Montreal, QC H4Z 1A9

                    Canadian Derivatives Clearing Corporation
                   Post-Effective Amendment No. 31, Form S-20

      I  am  Corporate  Secretary  and  in-house  general  counsel  to  Canadian
Derivatives Clearing Corporation ("CDCC") and in that regard have been requested
to  provide  this  opinion  in  connection  with the  filing  of  Post-Effective
Amendment  No.  31  (the   "Amendment")   to  a   Registration   Statement  (the
"Registration  Statement")  on Form S-20 with the United States  Securities  and
Exchange  Commission  covering  3,600,000  call option  contracts  ("Calls") and
2,400,000  put option  contracts  ("Puts") to be issued in respect of underlying
securities,  stock indices or sub-indices in  transactions on Bourse de Montreal
Inc.

      In order to  provide  this  opinion,  I have  reviewed  or  examined  such
certificates  of  officers  of CDCC  and such  other  documents  and  made  such
investigations as I consider necessary or appropriate.

      Based upon and subject to the foregoing, I am of the opinion that:

1. CDCC is a corporation validly existing under the Canada Business Corporations
Act, this Act being the federal incorporation statute for Canada.

2. The  3,600,000  Calls and the  2,400,000  Puts  covered  by the  Registration
Statement,  as  amended,  have been  duly  authorized,  and when duly  issued in
accordance with the by-laws and rules of CDCC, such Calls and Puts will be valid
and legally  binding  obligations of CDCC in accordance with and subject to such
by-laws and rules.

      I hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Amendment and the use of my name in the Amendment and in the prospectus  forming
a part thereof.

                                       Yours very truly,

                                       /s/ Joelle Saint-Arnault
                                       ------------------------
                                       Joelle Saint-Arnault
                                       Corporate Secretary and general counsel
                                       Canadian Derivatives Clearing Corporation