EXHIBIT 5



                        VENTURE COUNSEL ASSOCIATES, LLP
                                Attorneys at Law

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


                               December 10, 1998


DSP Communications, Inc.
20300 Stevens Creek Boulevard, 4th Floor
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, December 10, 1998  (the "Registration 
Statement").  This is in connection with the registration under the 
Securities Act of 1933, as amended, of five million (5,000,000) 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 million
(5,000,000) Plan Shares to be issued under the Company's 1998 Non-Qualified
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 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.




DSP Communications, Inc.
December 10, 1998
Page 2
RE:  REGISTRATION STATEMENT ON FORM S-8


     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 1998 Non-Qualified Stock Option
Plan, will be validly issued, fully paid and nonassessable.

     We express no opinion concerning any law other than the General Corporation
Law of the State of Delaware.  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/ Venture Counsel Associates, LLP

                                       VENTURE COUNSEL ASSOCIATES, LLP