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Exhibit 5.1
September 29, 2000
ACE*COMM Corporation
704 Quince Orchard Road
Gaithersburg, Maryland 20878
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to ACE*COMM Corporation, a Maryland
corporation (the "Corporation"), in connection with a registration statement on
Form S-8 filed with the Securities and Exchange Commission (the "Registration
Statement") pertaining to the registration of up to 1,000,000 shares of its
Common Stock, $0.01 par value per share (the "Common Stock"), for issuance and
sale pursuant to the Corporation's Amended and Restated Omnibus Stock Plan (the
"Plan").
In that connection, we have examined originals or copies of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate for purposes of this opinion including, but not limited to, the
following: (i) the Registration Statement; (ii) the Articles of Incorporation
and the Bylaws of the Corporation, as amended and as currently in effect; (iii)
the Plan; (iv) certain resolutions of the Board of Directors of the Corporation
relating to the issuance of the Common Stock and the other transactions
contemplated by the Registration Statement; (v) a Certificate of Good Standing
from the State Department of Assessments and Taxation of the State of Maryland;
and (vi) such other documents as we have deemed necessary or appropriate as a
basis for the opinion set forth below. We have assumed, without independent
verification, the genuineness of signatures, the authenticity of documents and
the conformity with originals of copies.
Based on the foregoing, we are of the opinion that the Common Stock
has been duly authorized for issuance and when sold, issued and paid for as
contemplated in the Registration Statement, will have been validly issued and
will be fully paid and non-assessable shares of Common Stock of the Corporation
under the laws of the State of Maryland.
We are members of the Bar of the State of Maryland and the opinions
expressed herein are limited to the corporate laws of Maryland pertaining to
matters such as the issuance of stock (without regard to the principles of
conflicts of laws thereof), but not including the "securities" or "blue sky" law
of the state. Such opinions are based upon and limited to such laws in effect as
of the date thereof.
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We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. By giving the foregoing consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933.
Very truly yours,
/S/ Venable, Baetjer and Howard, LLP
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