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Exhibit 5.1
[PIPER MARBURY RUDNICK & WOLFE LLP LETTERHEAD]
August 8, 2000
TeleCommunication Systems, Inc.
275 West Street
Annapolis, Maryland 21401
Ladies and Gentlemen:
We have assisted in the preparation and filing with the Securities and
Exchange Commission (the "Commission") of a Registration Statement on Form S-1,
(the "Registration Statement"), relating to 5,405,000 shares (including 705,000
shares to cover over-allotments, if any) of Class A common stock, par value
$0.01 per share, (the "Shares"), of TeleCommunication Systems, Inc., a Maryland
corporation (the "Company"), to be offered to the public.
In this capacity, we have examined the Amended and Restated Articles of
Incorporation and the Amended and Restated Bylaws of the Company, the
proceedings of the Board of Directors of the Company relating to the issuance
of the Shares and such other documents and instruments as we have deemed
necessary for the purposes of rendering this opinion.
In our examination of the aforesaid documents, we have, with your
approval and without independent investigation, assumed, 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.
Based upon, subject to and limited by the foregoing and the other
qualifications herein, we are of the opinion and so advise you that the Shares
have been duly authorized for issuance and, upon sale of such Shares as
contemplated by the Registration Statement, 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 the use of this opinion as an exhibit to the
Registration Statement and we consent to the use of our name under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
In giving this consent, we do not admit that we are
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TeleCommunication Systems, Inc.
August 8, 2000
Page 2
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
