Exhibit 5
                  [LETTERHEAD OF GOLDFARB, LEVY, ERAN & CO.]


                            August 2, 2000


MIND C.T.I. Ltd.
Industrial Park, Building 7
Yoqneam 20692, Israel

Ladies and Gentlemen:

     We refer to the registration statement on Form F-1, No. 333-12266 (the
"Registration Statement"), filed by MIND C.T.I. Ltd., an Israeli company (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), relating to an aggregate of 4,830,000 Ordinary
Shares of the Company, NIS 0.01 nominal value each, to be issued and sold by the
Company (the "Shares").

     As counsel for the Company, we have examined such corporate records and
documents as we have considered necessary or appropriate for the purposes of
this opinion and, upon the basis of such examination, advise you that in our
opinion, the Shares have been duly authorized and, when issued and sold pursuant
to the terms of the Registration Statement, will be validly issued, fully paid
and non-assessable.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement and the references to this firm in the sections of the prospectus
titled "Legal Matters" and "Enforceability of Civil Liabilities." 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
Act.

                         Very truly yours,

                         /s/ Goldfarb, Levy, Eran & Co.

                             Goldfarb, Levy, Eran & Co.