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EXHIBIT 5.1
OPINION OF ANDREW MASSEY
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October 27, 2000
The Board of Directors
Transcrypt International, Inc.
4800 NW 1st Street
Lincoln, Nebraska 68521
RE: TRANSCRYPT INTERNATIONAL, INC.
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
At your request, I have examined the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by Transcrypt
International, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 100,000 shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), that may be issued under the Company's 1999
Non-Employee Director Stock Purchase Plan (the "Stock Purchase Plan").
In rendering this opinion, I have examined all instruments,
documents and records which I deemed relevant and necessary for the basis of my
opinion hereinafter expressed. In my examination, I have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to me as originals and the conformity to the originals of all documents
submitted to us as copies.
Based upon the foregoing and such further review of fact and law
as I have deemed necessary, I am of the opinion that if, as and when the
100,000 shares of Common Stock have been issued and sold pursuant to the terms
of the Stock Purchase Plan, the shares of Common Stock will be, when issued and
delivered against payment therefor in accordance with the Stock Purchase Plan,
duly authorized, validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the General
Corporation Law of the State of Delaware and the Delaware Constitution, to
present judicial interpretations thereof and to facts as they presently exist.
I assume no obligations to revise or supplement this letter if any applicable
laws change after the date hereof or if I become aware of any facts that might
change the opinions expressed herein after the date hereof.
This opinion is issued to you solely for use in connection with
the Registration Statement and is not to be quoted or otherwise referred to in
any financial statements of the Company or related document, nor is it to be
filed with or furnished to any government agency or other person, without our
prior written consent in each instance.
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I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
/s/ R. Andrew Massey
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R. Andrew Massey
