Exhibit 8.1

                    Venable, Baetjer and Howard, LLP
                  1800 Mercantile Bank & Trust Building
                             2 Hopkins Plaza
                           Baltimore, MD 21201

                            December 21, 1998



TSI TelSys Corporation
7100 Columbia Gateway Drive
Columbia, MD  21046


     Re:  Registration Statement on Form S-4 relating to
        9,754,202 SHARES OF THE COMMON STOCK OF TSI TELSYS
CORPORATION

Ladies and Gentlemen:

     We  have acted as United States 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  United
States
Federal  Income  Tax   Consequences,"   except  as  otherwise
indicated,
expresses our opinion as to the material United States Federal
income tax
consequences applicable to TSI and certain of its shareholders.

     In  rendering  our  opinion,  we  have  considered   the
applicable
provisions  of  the  Internal Revenue Code of 1986, as amended,
Treasury
regulations  promulgated   thereunder,  pertinent  judicial
authorities,
interpretive rulings of the  Internal  Revenue  Service  and  such
other
authorities  as  we  have  considered  relevant.  It should be
noted that
statutes,    regulations,   judicial   decisions    and
administrative
interpretations   are  subject  to  change  at  any  time  and,
in  some
circumstances, with retroactive effect.  A change in the
authorities upon
which our opinion is  based  could  affect our conclusions.  In
addition,
there can be no assurance that the Internal Revenue Service will
not take
a position contrary to our conclusions.

     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  assume  no  obligation  to
update the
opinion  set  forth  herein.   We  hereby  consent  to the filing
of this
opinion as an exhibit to the Registration Statement and  to the
reference
to  Venable,  Baetjer  &  Howard, LLP under the heading "Certain
Federal
Income  Tax  Consequences"  in   the   Registration   Statement
and  the
Prospectus.


                         Very truly yours,

                           /s/ VENABLE, BAETJER and HOWARD, LLP