<PAGE> 1
EXHIBIT 8.1
____________, 2000
XYPOINT Corporation
2700 Alaskan Way, Second Floor
Seattle, WA 98121
Ladies and Gentlemen:
We have acted as counsel for XYPOINT Corporation, a Washington
corporation (the "Company"), in connection with the preparation and execution of
the Agreement and Plan of Reorganization dated as of November 15, 2000, by and
among the Company, TeleCommunication Systems, Inc., a Maryland corporation
("Parent"), and Windward Acquisition Corp., a Washington corporation and a
wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Agreement, the
Company will merge with and into Merger Sub (the "Merger"), and Merger Sub will
remain a wholly owned subsidiary of Parent. Unless otherwise defined,
capitalized terms referred to herein have the meanings set forth in the
Agreement. All section references, unless otherwise indicated, are to the
Internal Revenue Code of 1986, as amended (the "Code").
You have requested our opinion regarding certain United States federal
income tax consequences of the Merger. In delivering this opinion, we have
reviewed and relied upon (without any independent investigation) the facts,
statements, descriptions and representations set forth in the Agreement
(including Exhibits), the registration statement on Form S-4 filed with the
Securities and Exchange Commission (which includes a joint proxy
statement-prospectus relating to the Merger) (the "Registration Statement"), and
such other documents pertaining to the Merger as we have deemed necessary or
appropriate. We have also relied upon (without any independent investigation)
certificates of officers of Parent, Merger Sub and the Company, respectively
(the "Officers' Certificates").
In connection with rendering this opinion, we have assumed (without any
independent investigation) that:
1. To the extent any expenses relating to the Merger (or the "plan of
reorganization" within the meaning of Treas. Reg. Section 1.368-1(c) with
respect to the Merger) are funded directly or indirectly by a party other than
the incurring party, such expenses will be reorganization expenses within the
guidelines established in Revenue Ruling 73-54, 1973-1 C.B. 187.
<PAGE> 2
XYPOINT Corporation
__________ , 2000
Page 2
2. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by the Effective Time) due execution and delivery of all documents
where due execution and delivery are prerequisites to effectiveness thereof.
3. Any representation or statement referred to above made "to the
knowledge of," "to the best of the knowledge" or otherwise similarly qualified
is correct without such qualification. As to all matters in which a person or
entity making a representation referred to above has represented that such
person or entity either is not a party to, does not have, or is not aware of,
any plan, intention, understanding or agreement, there is in fact no such plan,
intention, understanding or agreement.
4. All statements, descriptions and representations contained in any
of the documents referred to herein or otherwise made to us are true and correct
in all material respects and will continue to be true and correct in all
material respects as of the Effective Time and all other relevant times, and no
actions have been (or will be) taken which are inconsistent with such
representations.
5. The Merger will be reported by Parent and the Company on their
respective federal income tax returns in a manner consistent with the opinion
set forth below.
6. The Merger will be consummated in accordance with the Agreement
(and without any waiver, breach or amendment of any of the provisions thereof)
and will be effective under the applicable state laws.
7. An opinion of counsel, substantially identical in substance to
this opinion, has been delivered to Parent from Piper Marbury Rudnick & Wolfe
LLP, and will not be withdrawn prior to the Effective Date.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein and in
the Registration Statement, we are of the opinion that if the Merger is
consummated in accordance with the provisions of the Agreement (and without any
waiver, breach or amendment of any of the provisions thereof) and the statements
set forth in the Officers' Certificates are true and correct as of the Effective
Time:
(a) the Merger will be a "reorganization" for federal income tax
purposes within the meaning of Section 368(a) of the Code, and each of Parent,
Company and Merger Sub will be a party to that reorganization within the meaning
of Section 368(b) of the Code; and
<PAGE> 3
XYPOINT Corporation
__________ , 2000
Page 3
(b) the disclosure of the material federal income tax consequences of
the Merger to Company stockholders in the Registration Statement under the
heading "Material U.S. Federal Income Tax Consequences" is correct in all
material respects, subject to the limitations set forth therein.
This opinion represents and is based upon our best judgment regarding the
application of federal income tax laws arising under the Code, existing judicial
decisions, administrative regulations and published rulings and procedures. Our
opinion is not binding upon the Internal Revenue Service or the courts, and
there is no assurance that the Internal Revenue Service will not successfully
assert a contrary position. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. Nevertheless, we undertake no responsibility to advise you of any
new developments in the application or interpretation of the federal income tax
laws.
This opinion concerning certain of the U.S. federal tax consequences of
the Merger is limited to the specific U.S. federal tax consequences presented
above, and does not address any other federal, state, local or foreign tax
consequences that may result from the Merger or any other transaction (including
any transaction undertaken in connection with the Merger).
No opinion is expressed as to any transaction other than the Merger as
described in the Agreement or to any transaction whatsoever, including the
Merger, if all the transactions described in the Agreement are not consummated
in accordance with the terms of such Agreement and without waiver or breach of
any material provision thereof or if all of the representations, warranties,
statements and assumptions upon which we relied are not true and accurate at all
relevant times. In the event any one of the statements, representations,
warranties or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied upon.
We consent to the use of this opinion as an exhibit to the Registration
Statement, to references to this opinion in the Registration Statement and to
the use of our name in the Registration Statement under the heading "Material
U.S. Federal Income Tax Consequences" therein. In giving this consent, we do not
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules or regulations
promulgated thereunder. The filing of this opinion as an exhibit to the S-4
Registration Statement and the references to the opinion and our firm therein
are not intended to create liability under applicable state law to any person
other than the Company, our client.
<PAGE> 4
XYPOINT Corporation
__________, 2000
Page 4
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
