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Exhibit 5.1
June 20, 2000
Accord Networks Ltd.
94 Derech Em Hamoshavot
P.O.B. 3654
Petach-Tikva 49130
Re: Accord Networks Ltd. (the "Company")
Registration Statement on Form F-1
Ladies and Gentlemen:
We refer to the registration statement on Form F-1, No. 333-33804 (the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the proposed offering of 5,000,000 Ordinary Shares of the Company, NIS 0.01
nominal value each (the "Offering Shares"), to be issued and sold by the
Company, as well as up to 750,000 Ordinary Shares, NIS 0.01 nominal value each,
which may be sold pursuant to a 30-day over-allotment option (the "Over-
Allotment Option") granted by the Company and by two selling shareholders to
CIBC World Markets Corp., Dain Rauscher Incorporated, and U.S. Bancorp Piper
Jaffray, Inc. (the "Over-Allotment Shares"). Of the Over-Allotment Shares, up to
653,000 Ordinary Shares may be issued and sold by the Company and up to 97,000
Ordinary Shares may be sold by two selling shareholders.
As Israeli counsel for the Company, we have examined such corporate
records, documents and such questions of Israeli law as we have considered
necessary or appropriate for the purposes of this opinion.
In giving this opinion, no opinion is expressed as to the laws of any
jurisdiction other than the State of Israel.
Based upon and subject to the foregoing, we are of the opinion that:
1. the 5,653,000 Ordinary Shares to be issued and sold by the Company
(inclusive of up to 653,000 Ordinary Shares to be issued and sold by the Company
pursuant to the Over-Allotment Option) have been duly and validly authorized
and, upon issuance and delivery against payment therefor, will be validly
issued, fully paid and non-assessable.
2. the up to 97,000 Ordinary Shares that may be sold by the selling
shareholders pursuant to the Over-Allotment Option have been duly and validly
authorized, and when sold will be validly issued, fully paid and non-assessable.
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We consent to the filing of this opinion as an exhibit to the Registration
Statement and the references to this firm in the sections of the prospectus
titled "Validity of Ordinary Shares" and "Enforceability of Civil Liabilities".
This consent is not to be construed as an admission that we are a party whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
/s/ David Cohen
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Doron Cohen-David Cohen, Law Offices
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