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EXHIBIT 5.1
December 14, 2000
DSP Group, Inc.
3120 Scott Boulevard
Santa Clara, California 95054
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 to be filed by DSP Group, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of 500,000 shares of the Company's
common stock, $0.001 par value per share (the "Common Stock").
As counsel to the Company, we have examined the proceedings taken
by the Company in connection with the reservation of the 500,000 shares of the
Common Stock to be issued pursuant to the Company's 1998 Non-Officer Employee
Stock Option Plan.
It is our opinion that the 500,000 shares of Common Stock which
may be issued and sold by the Company, when issued and sold in the manner
referred to in the Registration Statement, will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any further amendments thereto.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
