DORA MER, LAW OFFICE
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124, IBN GVIROL STREET
TEL AVIV 62038, ISRAEL
TEL: 972-3-5277773, 5276771
FAX: 972-3-5275999
E-mail: doram@mer.co.il
EXHIBIT 5
March 14 , 2005
Mer Telemanagement Solutions Ltd.
22 Zarhin Street
Ra'anana 43662
Israel
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of Mer
Telemanagement Solutions Ltd. (the "Company"), relating to 893,915 of the
Company's Ordinary Shares, NIS 0.01 nominal value per share (the "Shares"),
issuable upon the exercise of options granted or to be granted under the 2003
Israeli Share Option Plan (collectively, the "Plan").
We are members of the Israel Bar and we express no opinion as to any matter
relating to the laws of any jurisdiction other than the laws of Israel.
As counsel for the Company, we have examined such corporate records, other
documents, and such questions of Israeli law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in my opinion, the Shares, when paid for and issued
in accordance with the terms of the Plan, will be duly authorized, validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a party whose consent is required to be filed with the Registration
Statement under the provisions of the Securities Act.
Very truly yours,
/s/Dora Mer
Dora Mer