February 24, 2000

Fundtech Ltd.
12 Ha'hilazon Street
Ramat Gan 52522, Israel

Ladies and Gentlemen:

           You have asked me to render my opinion as to the matters hereinafter
set forth.

           For purposes hereof, I have examined original, photostatic or
certified copies of the Amended Memorandum of Association and the Amended and
Restated Articles of Association of Fundtech Ltd., an Israeli company (the
"Company"), and corporate minutes and records of the Company provided to me by
the Company which I have deemed necessary or relevant as a basis for the
opinions hereinafter expressed. In such examination, I have assumed the legal
capacity of natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as copies, and that the documents
examined by me are in full force and effect and have not been amended,
supplemented or otherwise modified. As to various questions of fact material to
the opinions expressed herein, I have relied, without independent investigation,
upon the certificates of officers of the Company and public officials.

           I do not opine as to the laws of any jurisdiction other than the
State of Israel as the same are in force on the date hereof.

           Based upon and subject to the foregoing, I am of the opinion that the
shares to be issued by the Company, upon the exercise of options pursuant to the
terms of the Fundtech Ltd. 1999 Employee Option Plan, the Fundtech Ltd. 1997
Stock Option Plan for Fundtech Corporation, the Fundtech Ltd. 1997 Israeli Share
Option Plan, the Fundtech Ltd. 1996 Employee Stock Option Plan for the Employees
of Fundtech Ltd. and the Fundtech Ltd. Directors Option Plan (collectively, the
"Plans"), have been duly authorized by the Company and, when issued, delivered
and paid for in accordance with the provisions of the Plans, will be validly
issued, fully paid and nonassessable.

           I consent to the filing of this opinion with the Securities and
Exchange Commission under the Securities Act of 1933 (as amended) as an exhibit
to the Company's Registration Statement on Form S-8 relating to the Plans.

                                                      Very truly yours,

                                                      /s/ Michael S. Hyman

                                                      Michael S. Hyman, Esq.