Exhibit 5.1
October 18, 2000
Data Systems & Software Inc.
200 Route 17
Mahwah, NJ 07430
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Data Systems & Software Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (Registration No. 333-90017) (the "Registration Statement") filed by
the Company under the Securities Act of 1933 for the purpose of registering an
aggregate of 204,794 shares of its common stock, par value $.01 per share (the
"Shares"), including (i) 84,794 shares (the "Conversion Shares") issued upon
conversion of certain 0% Convertible Subordinated Debentures convertible, (ii)
an aggregate of 120,000 shares (the "Warrant Shares") issuable upon exercise of
certain warrants issued pursuant to warrant agreements between the Company and
the holders of such warrants.
On the basis of such investigation as we have deemed necessary, we are of
the opinion that (i) the Shares have been duly authorized for issuance, (ii) the
Conversion Shares are fully paid and non-assessable shares of common stock of
the Company, and (iii) the Warrant Shares, when issued upon due exercise of the
warrants in accordance with the terms of the applicable warrants and warrant
agreements, will be fully paid and non-assessable shares of common stock of the
Company.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Sheldon Krause, a member of our firm, is the Secretary and a director of
the Company.
Very truly yours,
/s/ Ehrenreich Eilenberg & Krause LLP
