Exhibit 5.1
Abrahams Kaslow & Cassman LLP
8712 West Dodge Road, Suite 300
Omaha, Nebraska 68114-3419
(402) 392-1250
August 30, 2011
Board of Directors
CSG Systems International, Inc.
9555 Maroon Circle
Englewood, Colorado 80112
| | RE: | CSG Systems International, Inc. (the “Company”) Amended and Restated 2005 Stock Incentive Plan |
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 an additional 3,400,000 shares of the Company’s Common Stock, $0.01 par value per share (the “Shares”), to be issued by the Company pursuant to the Company’s Amended and Restated 2005 Stock Incentive Plan (the “Plan”). We have reviewed the Registration Statement, the certificate of incorporation and by-laws of the Company, corporate proceedings of the Board of Directors and stockholders of the Company relating to the issuance and sale of the Shares, and such other documents, corporate records, and matters of law as we have deemed necessary to the rendering of the opinions expressed below.
Based upon the foregoing and assuming that (i) the Shares are issued in accordance with the provisions of the plan, (ii) the Company receives the full consideration for the Shares required by the Plan, and (iii) the per share consideration for each Share includes the payment of cash or other lawful consideration at least equal to the par value of the Company’s Common Stock, we are of the opinion that the Shares covered by the Registration Statement are duly authorized and, when issued pursuant to and in accordance with the Plan and the applicable option or award agreements, will be legally issued, fully paid, and non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
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| Very truly yours, |
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| ABRAHAMS KASLOW & CASSMAN LLP |
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| By: | | /s/ Howard J. Kaslow |
HJK:clm
