EXHIBIT 5



                                   PEZZOLA & REINKE
                              A Professional Corporation
                                  Counselors at Law

                             Lake Merritt Plaza Building
                           1999 Harrison Street, Suite 1300
                              Oakland, California 94612
                              Telephone  (510) 273-8750
                              Facsimile  (510) 834-7440


                                  September 12, 1996



DSP Communications, Inc.
20300 Stevens Creek Boulevard, 4th Flr.
Cupertino, CA  95014

    RE:  REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

    As general counsel to DSP Communications, Inc., a Delaware corporation (the
"Company"), we have been asked by the Company to review the Registration
Statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission on, or about, September 12, 1996 (the "Registration
Statement").  This is in connection with the registration under the Securities
Act of 1933, as amended, of five hundred thousand (500,000) shares of the
Company's Common Stock, $0.001 par value per share (the "Plan Shares"), none of
which are presently issued and outstanding.

    As your general counsel, we have examined the proceedings and such other
documents as we have deemed necessary relating to the issuance of five hundred
thousand (500,000) Plan Shares to be issued under the Company's 1996
Nonstatutory Employee and Consultant Stock Option Plan.

    In rendering this opinion, we have assumed, without investigation, the
genuineness of all signatures; the correctness of all certificates; the
authenticity of all documents submitted to us as originals; the conformity to
original documents of all documents submitted to us as certified, photostatic or
facsimile copies and the authenticity of the originals of such copies; and the
accuracy and completeness of all records made available to us by, or on behalf
of, the Company.  In addition, we have assumed, without investigation, the
accuracy of the representations and



DSP Communications, Inc.
September 12, 1996
Page 2
Re: Registration Statement on Form S-8
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statements as to factual matters made by the Company, its officers and
employees, and public officials.  Nothing has come to our attention, however,
which would lead us to question the accuracy or completeness of such
representations, warranties or statements.

    In rendering the opinion hereinafter expressed, we have examined and relied
upon such documents and instruments as we have deemed necessary and appropriate.
It is our opinion that the Plan Shares, when subsequently issued upon payment
therefor in accordance with the terms of the 1996 Nonstatutory Employee and
Consultant Stock Option Plan, will be validly issued, fully paid and
nonassessable.

    We are admitted to practice law only in the State of California, and we
express no opinion concerning any law other than the law of the State of
California.  This opinion is intended solely for your benefit and is not to be
made available to or be relied upon by any other person, firm, or entity without
our prior written consent.

    We consent to the use of this opinion as an Exhibit to the Registration
Statement, and further consent to all references to this Firm in the
Registration Statement and any amendments thereto.

                                  Very truly yours,

                                  /s/ Pezzola & Reinke, APC

                                  PEZZOLA & REINKE
                                  A Professional Corporation