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