EXHIBIT 5.1
Acorn Factor, Inc.
200 Route 17
Mahwah, NJ 07430
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for Acorn Factor, Inc. (formerly known as Data Systems & Software Inc.), a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company under the Securities Act of 1933 for the purpose of registering an aggregate of 1,760,174 shares of its common stock, par value $.01 per share (the “Shares”).
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 and (ii) the Shares are 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 thereunder.
| | Very truly yours, |
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| | /s/ Eilenberg Krause & Paul LLP |
