EXHIBIT 5.1
NASCHITZ BRANDES
NASCHITZ, BRANDES & CO. ADVOCATES
5 TUVAL STREET, TEL-AVIV 67897 ISRAEL
TEL. 972-3-623-5000 FAX: 972-3-623-6006
BRANCH OFFICE: 2 PAL-YAM AVENUE,
CITY WINDOWS, OREN BUILDING, HAIFA 33095 ISRAEL
TEL: 972-4-864-4433 FAX: 972-4-864-4833
WWW. NBLAW.COM
Tel-Aviv, June 29, 2004
Commtouch Software Ltd.
1A Hazoran Street
Poleg Industrial Park, P.O. Box 8511
Netanya 42504
Israel
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Commtouch Software Ltd. (the "Company") on or about
June 29, 2004 under the Securities Act of 1933, as amended, with respect to
8,250,000 Ordinary Shares of the Company available for issuance under the
Company's Amended and Restated 1996 CSI Stock Option Plan, the Company's Amended
and Restated 1999 Israeli Share Option Plan, and the Amended and Restated
Commtouch Software Ltd. 1999 Non-employee Directors Stock Option Plan (together,
the "Plans").
As special Israeli counsel to the Company, we have exammined such
corporate records and documents and such questions of law as we have considered
necessary or appropriate for the purpose of this opinion. Upon the basis of such
examination, we are of the opinion that, when such Ordinary Shares are issued
and sold pursuant to the applicable provisions of such Plans and in accordance
with the Registration Statement, such Ordinary Shares will be legally and
validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ NASCHITZ, BRANDES & CO.
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Naschitz, Brandes & Co.