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EXHIBIT 5.1
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com
PHONE (410) 580-3000
FAX (410) 580-3001
December 11, 2000
TeleCommunication Systems, Inc.
275 West Street
Annapolis, Maryland 21401
Ladies and Gentlemen:
We have acted as counsel for TeleCommunication Systems, Inc., a Maryland
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-4 (the "Registration Statement") relating to 4,300,000
shares of the Company's Class A Common Stock, par value $0.01 per share (the
"Shares") to be issued in connection with the Company's acquisition of Xypoint
Corporation ("Xypoint"), pursuant to the Agreement and Plan of Reorganization
dated November 15, 2000, by and among the Company, Windward Acquisition Corp., a
wholly-owned subsidiary of the Company, and Xypoint (the "Merger Agreement").
In this capacity, we have reviewed the following documents:
(a) The Amended and Restated Articles of Incorporation of the
Company, certified as of a recent date by the Maryland State
Department of Assessments and Taxation (the "SDAT");
(b) The Amended and Restated Bylaws of the Company, as certified as
of the date hereof by an officer of the Company;
(c) The Registration Statement;
(d) The Merger Agreement;
(e) Resolutions of the Board of Directors of the Company, as
certified as of the date hereof by an officer of the Company,
relating to the Registration Statement, the Merger Agreement and
the authorization and issuance of the Shares;
(f) A good standing certificate for the Company, dated a recent
date, issued by the SDAT;
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TeleCommunication Systems, Inc.
December 11, 2000
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(g) A secretary's certificate (the "Certificate") of the Company,
dated the date hereof, as to certain factual matters; and
(h) Such other documents as we have considered necessary to the
rendering of the opinion expressed below.
In our examination of the aforesaid documents, we have assumed, with
your approval and without independent investigation, the genuineness of all
signatures, the legal capacity of all individuals who have executed any of the
aforesaid documents, the authenticity of all documents submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies (and the authenticity of the originals of such copies), and the accuracy
and completeness of all public records reviewed by us. In making our examination
of documents executed by parties other than the Company, we have assumed that
such parties had the power, corporate or other, to enter into and perform all
obligations thereunder, and we also have assumed the due authorization by all
requisite action, corporate or other, and the valid execution and delivery by
such parties of such documents and the validity, binding effect and
enforceability thereof with respect to such parties. As to any facts material to
this opinion which we did not independently establish or verify, we have relied
solely upon the Certificate.
Based upon, subject to and limited by the foregoing and having regard
for such legal considerations as we deem relevant, we are of the opinion and so
advise you that, as of the date hereof, the Shares have been duly authorized
and, upon issuance in accordance with the terms of the Merger Agreement, will be
validly issued, fully paid and non-assessable.
The foregoing opinion is rendered as of the date hereof. We assume no
obligation to update such opinion to reflect any facts or circumstances which
may hereafter come to our attention or changes in the law which may hereafter
occur. We hereby consent to (i) the reference to this firm under the caption
"Legal Matters" in the proxy statement/prospectus forming a part of the
Registration Statement and (ii) the filing of this opinion as an exhibit 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.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
