EXHIBIT 5.1 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"). The consummation of the Continuance and the issuance of the Shares with respect thereto is contingent upon, among other things, (i) the requisite approval of the special resolutions (as set forth as an attachment to the Registration Statement, the "Special Resolutions") authorizing the Continuance by the stockholders of the Company (the "Stockholders") in accordance with the DGCL; (ii) the requisite approval of the Continuance by the Director appointed under the NBBCA (the "Registrar"); and (iii) the requisite approval of the Continuance by the Secretary of State of the State of Delaware. In connection with the opinion set forth herein, we have considered such questions of law as we have deemed necessary as a basis for the opinions set forth below, and we have examined or otherwise are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the following: (i) the Registration Statement; (ii) the form of Certificate of Domestication, Certificate of Incorporation and Bylaws of the Company as a Delaware corporation; and (iii) such other documents as we have deemed necessary or appropriate as a basis for such opinions. 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. Based upon the foregoing, we are of the opinion that, when and to the extent (i) the Registration Statement has become effective under the Act; and (ii) the Continuance, as described in the Registration Statement, has taken place in accordance with the description included therein, including without limitation, (a) the Stockholders have approved the Special Resolutions authorizing the Continuance in accordance with the NBBCA and the DGCL, (b) the Registrar has approved the Continuance and (c) the Secretary of State of the State of Delaware has approved the Continuance, the Shares will be duly authorized, and when issued in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. This letter is strictly limited to the matters expressly set forth herein and no statements or opinions should be inferred beyond such matters. This opinion is limited to the DGCL (without regard to the principles of conflicts of laws thereof) and is based upon and limited to such laws and regulations in effect as of the date hereof. We assume no obligation to update the opinion set forth herein. We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. Very truly yours, /s/ VENABLE, BAETJER and HOWARD, LLP 1 DC1DOCS1:#85758 v1 - TSI legality opinio