Exhibit 8.2


                             CLARK, DRUMMIE & COMPANY
                             BARRISTERS AND SOLICITORS
                                40 WELLINGTON ROW
                                SAINT JOHN, N.B.
                                      CANADA


                                                       December
22, 1998

TSI TelSys Corporation
7100 Columbia Gateway Drive
Columbia, MD 21046

Dear Sirs:

Re:    Registration Statement on Form S-4 Relating to
9,754,202 Shares of the Common stock of TSI TelSys Corporation

We have acted as Canadian counsel to TSI TelSys Corporation, a New
Brunswick
business corporation (the "Company"), in connection with the
continuance or
domestication of the Company as a corporation (the "Continuance")
under the
Delaware General Corporation Law (the "DGCL"), the simultaneous
discontinuance
of the Company as a corporation under the New Brunswick Business
Corporations
Act (the "NBBCA") and the deemed issuance, in connection
therewith, of up to
9,754,202 shares (the "Shares") of the common stock, par value
$.01 per share,
of the Company, as described in the Registration Statement on Form
S-4 of the
Company (as the same may be amended from time to time, the
"Registration
Statement") filed by the Company with the Securities and Exchange
Commission
(the "Commission") pursuant to the Securities Act of 1933 (the
"Act").

In connection with the formulation of this opinion, we have
examined or are
otherwise familiar with the Registration Statement and such other
documents as
we have deemed necessary or appropriate as a basis for our
opinion.  In our
examination, we have assumed without independent verification 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 solely upon
statements and
representations of officers and other representatives of the
Company.  In
addition, this opinion is subject to the receipt by counsel of
certain written
representations of TSI, dated as of the date hereof.



Based upon and subject to the foregoing, the discussion contained
in the Proxy
Statement/Prospectus included as part of the Registration
Statement (the
"Prospectus") under the caption "Certain Canadian Federal Income
Tax
Consequences of the Reclassification and the Continuance", except
as otherwise
indicated, expresses our opinion as to the application of Canadian
Federal
income tax laws arising under the Income Tax Act (Canada) existing
judicial
decisions, administrative regulations and published rulings and
procedures.
It is possible that contrary positions may be taken by Revenue
Canada and that
a court may agree with such contrary positions.  Furthermore, no
assurance can
be given that future legislation, judicial or administrative
changes, either on
a perspective or retroactive basis would not adversely affect the
accuracy of
the conclusions stated herein.

 This opinion is furnished to you solely for use in connection
with the
Registration Statement and is strictly limited to the matters
expressly set
forth herein and no statements or opinions should be inferred
beyond such
matters.  We hereby consent to the filing of this opinion as an
exhibit to the
Registration Statement and to the reference to Clark, Drummie &
Company under
the heading "Certain Federal Income Tax Consequences of the
Reclassification
and the Continuance" in the Registration Statement and on the face
page of
the Registration Statement.

Yours very truly,

CLARK, DRUMMIE & COMPANY



William C. Kean