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EXHIBIT 5.1
July 20, 2000
ClickSoftware Technologies Ltd.
34 Habarzel Street
Tel Aviv, Israel
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about July 20, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 140,553 Ordinary Shares (the "1996 Option
Shares") to be issued under the Company's 1996 Option Plan (the "1996 Plan");
281,462 Ordinary Shares (the "1997 Option Shares") to be issued under the
Company's 1997 Option Plan (the "1997 Plan"); 473,636 Ordinary Shares (the "1998
Option Shares") to be issued under the Company's 1998 Option Plan (the "1998
Plan"); 558,933 Ordinary Shares (the "1999 Option Shares") to be issued under
the Company's 1999 Option Plans (the "1999 Plans"); 153,000 Ordinary Shares (the
"2000 U.S. Option Shares") to be issued under the Company's 2000 U.S. Option
Plan (the "2000 U.S. Plan"); 169,200 Ordinary Shares (the "2000 Israeli Option
Shares") to be issued under the Company's 2000 Israeli Plan (the "2000 Israeli
Plan"); 2,677,800 Ordinary Shares (the "2000 Post-IPO Option Shares", and
collectively with the 2000 U.S. Option Shares and the 2000 Israeli Option
shares, the "2000 Option Shares") to be issued under the Company's 2000 Share
Option Plan (the "2000 Post-IPO Plan", and collectively with the 2000 U.S. Plan
and the 2000 Israeli Plan, the "2000 Plans"); and 800,000 Ordinary Shares (the
"ESPP Shares") to be issued under the Company's 2000 Employee Share Purchase
Plan (the "ESPP").
As your legal counsel, we have examined the proceedings taken in connection
with the sale and issuance of the 1996 Option Shares, 1997 Option Shares, the
1998 Option Shares, 1999 Option Shares, the 2000 Option Shares and the ESPP
Shares (collectively, the "Shares"). It is our opinion that the Shares, when
issued and sold in the manner referred to in the 1996 Plan, the 1997 Plan, the
1998 Plan, the 1999 Plans, the 2000 Plans and the ESPP (collectively, the
"Plans"), and pursuant to the agreements which accompany the Plans, as
applicable, will be legally and validly issued, fully paid and nonassessable.
This opinion is limited to the laws of the State of Israel currently in
force. In rendering this opinion, we have examined certain instruments and other
documents and have assumed (i) the authenticity of all documents submitted to us
as originals, the conformity with the originals thereof of all documents
submitted to us as copies or drafts and the authenticity of such originals; (ii)
the genuineness of all signatures; (iii) the legal capacity of each natural
person signatory to any of the documents reviewed by us; (iv) the accuracy and
completeness of all minutes, resolutions and records which we have seen; and (v)
the accuracy in all material respects of any and all representations of fact
expressed in or implied by the documents we have examined.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
/s/ EFRATI, GALILI & CO.
EFRATI, GALILI & CO.
