exv5w1

Exhibit 5.1

DLA Piper llp (us)
The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.dlapiper.com

T 410.580.3000
F 410.580.3001

February 19, 2010

TeleCommunication Systems, Inc.
275 West Street
Annapolis, Maryland 21401

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We serve as counsel to TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and have been requested to render this opinion in connection with the Registration Statement on Form S-3 of the Company (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on February 19, 2010, including the preliminary prospectus included therein at the time the Registration Statement is declared effective (the “Prospectus”), under the Securities Act of 1933, as amended (the “Securities Act”), for registration by the Company with respect to the offer and sale from time to time by the selling shareholders (the “Selling Shareholders”) named in the Prospectus of up to 2,236,258 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Shares”). The Shares were issued to the Selling Shareholders in connection with the consummation of the merger (the “Merger”) on December 15, 2009 of Olympus Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), with and into Networks in Motion, Inc., a Delaware corporation (“NIM”), pursuant to that certain Agreement and Plan of Merger dated November 25, 2009 (the “Merger Agreement”) by and among the Company, Merger Sub, NIM and G. Bradford Jones, as Stockholders’ Representative.

In rendering the opinion expressed herein, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

(a) The Registration Statement, including the Prospectus;

(b) The charter of the Company, as in effect on the date hereof, represented by Articles of Amendment and Restatement filed with State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) on July 15, 2004 (in the form attached to the Certificate (as defined below)) (the “Charter”);

(c) The Second Amended and Restated By-Laws of the Company, as in effect on the date hereof (in the form attached to the Certificate) (the “By-Laws”);

(d) The Merger Agreement;

(e) Minutes of the meeting of the Board of Directors of the Company (the “Board”) on November 24, 2009, along with resolutions adopted by the Board at such meeting, relating to the

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February 19, 2010
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authorization of the filing of the Registration Statement, the authorization of the Merger and the issuance of the Securities (in the form attached to the Certificate);

(f) A good standing certificate for the Company, dated as of February 18, 2010, issued by the SDAT; and

(g) A certificate executed by the Secretary of the Company (the “Certificate”), dated as of the date hereof, as to certain factual matters.

In examining the Documents, and in rendering the opinion set forth below, we have assumed, without independent investigation, the following: (a) each of the parties to the Documents (other than the Company) has duly and validly authorized, executed and delivered each of the Documents and each instrument, agreement and other document executed in connection with the Documents to which such party (other than the Company) is a signatory and each such party’s (other than the Company’s) obligations set forth in the Documents, are its legal, valid and binding obligations, enforceable in accordance with their respective terms; (b) each person executing any such instrument, agreement or other document on behalf of any such party (other than the Company) is duly authorized to do so; (c) each natural person executing any such instrument, agreement or other document is legally competent to do so; (d) the Documents accurately describe and contain the mutual understandings of the parties, there are no oral or written modifications of or amendments or supplements to the Documents and there has been no waiver of any of the provisions of the Documents by actions or conduct of the parties or otherwise; and (e) all documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies or telecopies or portable document file (“.PDF”) copies conform to the original documents (and the authenticity of the originals of such copies), all signatures on all documents submitted to us for examination (and including signatures on photocopies, telecopies and .PDF copies) are genuine, and all public records reviewed are accurate and complete. As to any facts material to this opinion, we have relied solely upon the Certificate.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that, the Shares have been duly authorized, validly issued and are fully paid and non-assessable.

In addition to the qualifications set forth above, the foregoing opinion is further qualified as follows:

(a) The foregoing opinion is rendered as of the date hereof. We assume no obligation to update such opinion to reflect any facts or circumstances that may hereafter come to our attention or changes in the law which may hereafter occur.

(b) We do not express any opinion herein concerning any law other than the laws of the State of Maryland.

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February 19, 2010
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(d) This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

DLA PIPER LLP (US)

/s/ DLA PIPER LLP (US)