Exhibit 5.1
Letterhead of Joseph J. Aulenti
July 8, 2004
Fundtech Ltd.
12 Ha’hilazon Street
Ramat Gan, Israel
Gentlemen:
I have acted as counsel to Fundtech Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) covering 2,660,953 Ordinary Shares of the Company, par value NIS 0.01 per share (“Ordinary Shares”), authorized for issuance under the 1996 Employee Stock Option Plan, the 1997 Israeli Share Option Plan, the 1997 Stock Option Plan for Fundtech Corporation, the 1999 Employee Option Plan and the Directors Option Plan (the “Plans”; such Ordinary Shares referred to as the “Plan Shares”).
In connection with the foregoing, I have examined originals or copies, satisfactory to me, of the Registration Statement and the Company’s amended Memorandum of Association and amended and restated Articles of Association. I have also reviewed such other matters of law and examined and relied upon all such corporate records, agreements, certificates and other documents as I have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity with the original documents of all documents submitted to me as copies or facsimiles. As to any facts material to such opinion, I have, to the extent that relevant facts were not independently established by me, relied on certificates of public officials and certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, I am of the opinion that the Plan Shares have been duly authorized and, if and when issued and sold as contemplated by the Plans, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K promulgated under the Securities Act.
This opinion letter is rendered as of the date hereof and I disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to my attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
| Very truly yours, |
| /s/ JOSEPH J. AULENTI |
| Joseph J. Aulenti |
