Exhibit 5.1

                                       
                       [Letterhead of Yigal Arnon & Co.]


                               February 15, 1998
                                    6241(29)


Accent Software International Ltd.
28 Pierre Koenig Street
Jerusalem 91530 Israel

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3 to be filed by you 
with Securities and Exchange Commission on or about February 16, 1998 (the 
"Registration Statement") in connection with the registration under the 
Securities Act of 1933, as amended, of 850,000 Ordinary Shares, nominal value 
NIS 0.01 per share (the "Shares"). All of the Shares have been or are to be 
issued by the Company as compensation to Investor Resource Services, Inc. for 
certain services being rendered to the Company. We understand that the Shares 
are to be sold from time to time in the over-the-counter market at prevailing 
prices or as otherwise described in the Registration Statement. As your 
Israeli legal counsel, we have also examined the proceedings taken by you in 
connection with the issuance of the Shares.

It is our opinion that the Shares already issued are, and the Shares not yet 
issued will be upon issuance, validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration 
Statement and further consent to the use of our name wherever appearing in 
the Registration Statement, including the Prospectus constituting a part 
thereof, and any amendments thereto.



                                       Very truly yours,

                                       /s/  Yigal Arnon & Co.