EXHIBIT 5.1
Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxx LLP
A Limited Liability Partnership including Professional Corporations
Seventeenth Floor
000 Xxxx Xxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000-1924
(000) 000-0000
July 30, 2003
TCI Solutions, Inc.
00000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000-0000
Re: TCI Solutions, Inc. 1993 Equity Incentive Plan, 2001 Equity Incentive
Plan, 1993 Non-Employee Directors' Stock Option Plan and 2001
Non-Employee Directors Stock Option Plan (the "Plans")
Registration Statement Form S-8
Ladies and Gentlemen:
We are furnishing this opinion in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on Form
S-8 (the "Registration Statement") registering 11,582,171 shares of Common
Stock, $.001 par value per share, of TCI Solutions, Inc. (the "Company") for
issuance under the Plans.
We have examined such documents, records and matters of law as we have deemed
relevant in connection with this opinion. Based on the foregoing, we are of the
opinion that the shares of the Company's Common Stock which are to be registered
under the Registration Statement and that may be issued and sold pursuant to the
Plans will be, when issued and sold in accordance with the terms of the Plans,
duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxx LLP
Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxx LLP
