[TSYS LOGO]

                                         March 31, 2003




Total System Services, Inc.
1600 First Avenue
Columbus, Georgia 31901

Ladies and Gentlemen:

     As Senior Deputy General Counsel of Total System Services, Inc. (the
"Registrant"), I am familiar with the preparation and filing of the Registrant's
Registration Statement on Form S-8, pursuant to which the Registrant proposes to
register 9,355,299 shares of its $.10 par value common stock ("Registrant's
Common Stock") issued pursuant to the Total System Services, Inc. 2002 Long-Term
Incentive Plan ("Plan").

     I have examined, and am familiar with, the originals or copies, certified
or otherwise, of the documents, corporate records and other instruments of the
Registrant relating to the Registrant's Common Stock issued pursuant to the Plan
which I deem relevant and which form the basis of the opinion hereinafter set
forth.

     I am of the opinion that under the laws of the State of Georgia, the
jurisdiction in which the Registrant is incorporated and the jurisdiction in
which the Registrant has its principal office, the shares of Registrant's Common
Stock offered under the Plan will, when issued in accordance with the terms of
such Plan, be duly authorized, validly issued and outstanding, and will be fully
paid and non-assessable shares of the Registrant's Common Stock, and no personal
liability will attach to the holders of any of the shares of the Registrant's
Common Stock.

     The undersigned counsel to the Registrant hereby consents to the use of
my opinion as Exhibit 5 to the aforesaid Registration Statement.


                                         Sincerely,

                                         /s/Kathleen Moates

                                         Kathleen Moates
KM/bmk

                                    Exhibit 5