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