BAKER & McKENZIE
Attorneys at Law
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
November 13, 2000
Board of Directors
Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha, Nebraska 68154
Re: Transaction Systems Architects, Inc. (the "Company")
Gentlemen:
We have acted as your counsel in connection with the registration, on
a Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, of 3,157,500 shares of the Company's Class
A Common Stock, $.005 par value per share (the "Stock"), to be issued by the
Company at various times upon the exchange of exchangeable shares of TSA
Exchangeco Limited, a Nova Scotia limited company, as described in the
Registration Statement. We have reviewed the Registration Statement, the
charter and by-laws of the Company, corporate proceedings of the Board of
Directors relating to the issuance of the shares of Stock, and such other
documents, corporate records and questions of law as we have deemed necessary
to the rendering of the opinions expressed below.
In all examinations of documents, instruments and other papers, we
have assumed the genuineness of all signatures on original and certified
documents and the conformity to original and certified documents of all copies
submitted to us as conformed, photostatic or other copies. As to matters of
fact which have not been independently established, we have relied upon
representations of officers of the Company.
Based upon the foregoing, we are of the opinion that the 3,157,500
shares of Stock to be issued by the Company as described in the Registration
Statement when issued and paid for in the manner contemplated in the
Registration Statement, will be legally issued, fully paid and non-assessable
shares of Class A Common Stock of the Company.
The opinion expressed above is limited to the General Corporation Law
of the State of Delaware and the federal laws of the United States of America.
This opinion letter may be filed as an exhibit to the Registration
Statement. Consent is also given to the reference to this firm under the
caption "Legal Matters" in the prospectus contained in the Registration
Statement. In giving this consent, this firm does not thereby admit that it
comes within 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
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
BAKER & McKENZIE
