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Exhibit 5.1
Venable, Baetjer and Howard, LLP
2010 Corporate Ridge
Suite 400
McLean, Virginia 22102
October 27, 2000
Integral Systems, Inc.
5000 Philadelphia Way
Lanham, Maryland 20706
Ladies and Gentlemen:
We have acted as counsel for Integral Systems, Inc., a Maryland
corporation (the "Company"), in connection with a registration statement on Form
S-3 of the Company (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") on October 27, 2000, pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), pertaining to the
registration of 650,000 shares of common stock, par value $0.01 per share, of
the Company (the "Shares") for resale by that certain stockholder of the Company
named in the Registration Statement (the "Selling Stockholder").
In connection with this opinion, we have considered such questions of
law as we have deemed necessary as a basis for the opinion set forth below, and
we have examined or otherwise are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of the following: (i) the
Registration Statement; (ii) the Articles of Restatement and Bylaws, as amended,
of the Company, as currently in effect; (iii) the Agreement and Plan of
Reorganization dated August 31, 2000 among the Company, SAT Corporation, ISI
Acquisition Corporation and the Selling Stockholder; (iv) certain resolutions of
the Board of Directors of the Company relating to the issuance of the Shares and
the transactions described by the Registration Statement; and (v) such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such copies. As
to any facts material to this opinion that we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Shares to be
sold by the Selling Stockholder are duly authorized, validly issued, fully paid
and nonassessable.
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Integral Systems, Inc.
October 27, 2000
Page 2
The law covered by the foregoing opinion is limited to the corporate
laws of the State of Maryland pertaining to matters such as the issuance of
stock, but not including the "securities" or "blue sky" law of the State of
Maryland and without regard to the principles of conflicts of laws thereof, and
is based upon and limited to the laws and regulations in effect as of the date
hereof. We assume no obligation to update the opinion set forth herein.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of
the Commission thereunder.
Very truly yours,
/s/ Venable, Baetjer and Howard, LLP
