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EXHIBIT 5.1
Tel-Aviv, November 30, 2000
BackWeb Technologies Ltd.
3 Abba Hillel Street
Ramat Gan 52136
Israel
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed by BackWeb Technologies Ltd. (the "Company") under the
Securities Act of 1933, as amended, with respect to the 4,522,084 Ordinary
Shares of the Company available for issuance under the Company's 1998 United
States Stock Option Plan, the Company's 1996 Israel Employee Stock Option Plan
and the Company's Employee Stock Purchase Plan (collectively, the "Plans").
As general counsel to the Company, we have examined such corporate records
and documents and such questions of law as we have considered necessary or
appropriate for the purpose of this opinion. Upon the basis of such examination,
we are of the opinion that, when such Ordinary Shares have been issued and sold
pursuant to the applicable provisions of such Plans and in accordance with the
Registration Statement, such Ordinary Shares will be legally and validly issued,
fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Naschitz, Brandes & Co.
