EXHIBIT 5.1


                                       August 8, 1996


DSP Group, Inc.
3120 Scott Boulevard
Santa Clara, California 95054


Ladies and Gentlemen:


      At your request, we have examined Amendment No. 1 to the Registration 
Statement on Form S-8 (No. 33-83456) to be filed by DSP Group, Inc., a 
Delaware corporation (the "Company"), with the Securities and Exchange 
Commission in connection with the registration under the Securities Act of 
1933, as amended, of 800,000 additional shares of the Company's Common Stock, 
$0.001 par value (the "Common Stock").

      As counsel to the Company, we have examined the proceedings taken by 
the Company in connection with the issuance of the 800,000 additional shares 
of the Common Stock to be reserved for issuance under the Company's 1991 
Employee and Consultant Plan.

      It is our opinion that the 800,000 shares of Common Stock which may be 
issued and sold by the Company, when issued and sold in the manner referred 
to in the Registration Statement, will be legally and validly issued, fully 
paid and nonassessable.

      We consent to the use of this opinion as an exhibit to Amendment No. 1 
to the Registration Statement and further consent to all references to us in 
Amendment No. 1 to the Registration Statement and any further amendments 
thereto.

                                       Very truly yours,

                                       /s/ MORRISON & FOERSTER LLP