Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha, Nebraska 68154
November 13, 2000
Ladies and Gentlemen,
We have provided tax advice to Transaction Systems Architects, Inc. ("TSA"), a
Delaware corporation, in connection with the offer of 3,157,500 shares of TSA
Common Stock issuable upon exchange or redemption of TSA Exchangeco Limited
exchangeable shares, pursuant to a Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 on November 13, 2000. In
connection therewith, we have participated in the preparation of the discussion
set forth under the subcaption "United States Federal Income Tax Considerations
- Former MessagingDirect Shareholders Not Resident In, Or Citizens Of, The
United States") (the "Discussion") in the Registration Statement. Capitalized
terms used and not otherwise defined herein are used as defined in the
Registration Statement.
The Discussion, subject to the qualifications stated therein, reflects our
opinion as to the material United States Federal income tax considerations for a
non-United States holder in regard to the receipt of shares of TSA common stock
in exchange for a non-United States holder's TSA Exchangeco exchangeable shares
and for a non-United States holder in regard to the sale of shares of TSA common
stock. These considerations include the taxation of dividends received with
respect to the TSA shares received on surrender of the exchangeable shares.
This opinion is furnished to you solely for your benefit and the benefit of the
holders of the TSA Exchangeco exchangeable shares in connection with the filing
of the Registration Statement and, except as set forth below, is not to be used,
circulated, quoted or otherwise referred to for any other purpose or relied upon
by any other person for any purpose without our prior written consent.
We hereby consent to the use of our name in the Registration Statement and to
the filing of this opinion as an exhibit to the Registration Statement. However,
this consent does not constitute an admission that we are "experts" within the
meaning of such term as used in the Securities Act of 1933, or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
Arthur Andersen LLP
