Exhibit 5
BAKER & McKENZIE
Attorneys at Law
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
January 10, 2001
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-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of 370,000 shares of the Company's Class A
Common Stock, $.005 par value per share (the "Stock"). The Stock is to be
issued by the Company upon the exercise of outstanding options granted under
the MessagingDirect Ltd. Amended and Restated Employee Share Option Plan (the
"Plan") and to be assumed by the Company pursuant to a Combination Agreement
dated as of October 24, 2000, by and among the Company, Transaction Systems
Architects Nova Scotia Company, TSA Exchangeco Limited and MessagingDirect
Ltd. (the "Combination Agreement") and Plan of Arrangement attached thereto
(the "Plan of Arrangement"). We have reviewed the Registration Statement, the
Combination Agreement, the Plan of Arrangement, 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 laws 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 370,000
shares of Stock to be issued by the Company, as described in the Plan and the
Plan of Arrangement, will be validly issued, fully paid and non-assessable
when issued and paid for in the manner contemplated in the Plan and Plan of
Arrangement.
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. 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
