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EXHIBIT 5.1
B/422/65
Tel-Aviv, July 25, 2000
BackWeb Technologies Ltd.
3 Abba Hillel Silver Street
Ramat Gan
Israel
Ladies and Gentlemen:
We refer to the registration statement on Form S-3 (the "Registration
Statement"), initially filed by BackWeb Technologies Ltd. ( the "Company") on
July 14, 2000 with the Securities and Exchange Commission under the Securities
Act of 1933, as amended. The Registration Statement relates to the offering by
the Selling Shareholders described in the Registration Statement of up to an
aggregate of 704,408 Ordinary Shares, nominal value NIS 0.03 per share, of the
Company, consisting of (i) up to 146,479 Ordinary Shares, nominal value NIS
0.03 per share, of the Company that are held by certain of the Selling
Shareholders (the "Outstanding Shares"), (ii) up to 557,929 Ordinary Shares,
nominal value NIS 0.03 per share, of the Company, that may be issued to certain
of the Selling Shareholders upon the conversion of their exchangeable shares of
BackWeb Canada, Inc. (the "Conversion Shares" and, together with the
Outstanding Shares, the "Shares").
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As special Israeli counsel to the Company in connection with the
offering of the Shares pursuant to the Registration Statement, 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. We are
passing solely upon the validity of the Shares to the extent expressly stated
below, and are not opining as to any other matter relating to the Registration
Statement.
Upon the basis of such examination, we are of the opinion that:
1. The Outstanding Shares to be offered by certain of the
Selling Shareholders are legally and validly issued, fully paid and
non-assessable; and
2. The Conversion Shares to be offered by certain of the
Selling Shareholders are duly and validly authorized and, when issued by the
Company upon conversion of the exchangeable shares and in the manner
contemplated thereby, 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 and to the reference to this firm under the caption
"Legal Matters" in the Prospectus contained in the Registration Statement and
elsewhere in the Registration Statement and Prospectus.
Very truly yours,
/s/ NASCHITZ, BRANDES & CO.
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Naschitz, Brandes & Co.
