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EXHIBIT 5
YIGAL ARNON & CO.
ADVOCATES AND NOTARY
July 13, 2000
LanguageWare.net (Company) Ltd.
102 S. Tejon, Suite 320
Colorado Springs, CO 80903
Dear Sir or Madam:
Re: Employee Share Option Plan (1995)
Non-Employee Share Option Plan (1998)
CEO Share Option Plan (1999)
LanguageWare.net (Company) Ltd. Star+Globe Share Option Plan (2000)
We have acted as Israeli counsel to LanguageWare.net (Company) Ltd., a company
organized under the laws of the State of Israel (the "Company"). As such, we
have participated in the preparation of the Company's registration statement on
Form S-8 (the "Registration Statement") relating to the registration of
13,266,639 Ordinary Shares of the Company (the "Shares"), which may be issued
upon the exercise of options which have been granted under the Company's
Employee Share Option Plan (1995), Non-Employee Share Option Plan (1998), the
CEO Share Option Plan (1999) and LanguageWare.net (Company) Ltd. Star+Globe
Share Option Plan (2000).
We have examined copies of the Memorandum of Association and the Articles of
Association, as amended, of the Company and such corporate records, instruments,
agreements and other documents relating to Company and such matters of law as we
have considered necessary or appropriate for the purpose of giving this opinion.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic originals of all documents submitted to us as copies.
Upon the basis of such examination, we are of the opinion that, when issued upon
the exercise of the options described above and upon full payment by the option
holders of the exercise price, and when any necessary permits have been issued
by such Israeli governmental agencies as may have jurisdiction over such
matters, the Shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to this firm in the aforesaid Form S-8.
Sincerely,
Yigal Arnon & Co.
