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EXHIBIT 5.1
[PIPER MARBURY RUDNICK & WOLFE LLP LOGO]
PIPER
MARBURY
RUDNICK
& WOLFE LLP
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com
PHONE (410) 580-3000
FAX (410) 580-3001
October 13, 2000
TeleCommunication Systems, Inc.
275 West Street
Annapolis, Maryland 21401
Ladies and Gentlemen:
We have acted as counsel to TeleCommunication Systems, Inc., a
Maryland corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission of a registration statement
on Form S-8 (the "Registration Statement") registering 5,591,004 shares (the
"Stock Incentive Shares") of Class A Common Stock, par value $0.01 per share,
of the Company (the "Class A Common Stock") issuable pursuant to the exercise
of awards previously made or available to be made in the future under the
TeleCommunication Systems, Inc. Amended and Restated 1997 Stock Incentive Plan
(the "Stock Incentive Plan"), and 684,932 shares (the "ESPP Shares") of Class A
Common Stock issuable under the TeleCommunication Systems, Inc. Employee Stock
Purchase Plan (the "ESPP") (collectively, the Stock Incentive Plan and the ESPP
are hereinafter referred to as the "Plans" and the Stock Incentive Shares and
the ESPP Shares are hereinafter referred to as the "Shares").
We have examined copies of the Company's Amended and Restated Articles
of Incorporation, Amended and Restated By-Laws, the Plans, all resolutions
adopted by the Company's Board of Directors relating to the above and other
records and documents that we have deemed necessary for the purpose of this
opinion. We have also examined such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for this opinion. In
our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to this opinion, we have relied on statements and
certificates of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Shares
issuable under the Plans have been duly authorized and will be (when issued,
sold and delivered as authorized pursuant to the Plans) validly issued, fully
paid and non-assessable.
The opinions set forth herein are limited to matters governed by the
laws of the State of Maryland and the Federal Laws of the United States of
America, and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
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Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
