EXHIBIT 5.1




                                [LETTERHEAD]






                                 February 23, 1998
                                     6241(29)

Accent Software International Ltd.
28 Pierre Koenig Street
Jerusalem 91530


                      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 the 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 4,568,150 Ordinary Shares, nominal 
value NIS 0.01 per share (the "Shares"), of Accent Software International 
Ltd. ("Accent" or the "Company"), which may be offered from time to time by 
certain shareholders of the Company or by authorized transferees (the "Selling 
Shareholders"). The Shares are issuable to the




                                 [LETTERHEAD]


                                    -2-


Selling Shareholders upon conversion of Preferred Shares previously issued in 
November and December 1997 to CC Investments LDS and the Marshall Companies. 
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, 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 statements thereto.






                                             Very truly yours,


                                             /s/ Yigal Aron & Co.