Exhibits 5.1 & 23.2



                          GOLDFARB, LEVY, ERAN & CO.
                                  Law Offices


                               October 23, 2002




Mind C.T.I. Ltd.
POB 144
Yokneam Yilit 20692
Israel



Dear Sirs:

     We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), on behalf of Mind C.T.I. Ltd. (the "Company"), relating
to 1,000,000 of the Company's Ordinary Shares, NIS 1.00 nominal
value per share, to be issued upon the exercise of share options
granted under the MIND C.T.I. Ltd. 1998 Share Option Plan
and the Mind C.T.I. Ltd. 2000 Share Option Plan (the "Plans").

     We are members of the Israel Bar and we express no opinion as
to any matter relating to the laws of any jurisdiction other than
the laws of Israel.

     As counsel for the Company, we have examined such corporate
records, other documents, and such questions of Israeli law 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, all necessary corporate proceedings by the Company have
been duly taken to authorize the issuance of the shares pursuant to
the Plans pursuant to Israeli law, and that the shares being
registered pursuant to the Registration Statement, when issued in
accordance with the Plans, will be duly authorized, validly issued,
fully paid and non-assessable.

     We hereby consent to the filing of this opinion as part of the
Registration Statement.  This consent is not to be construed as an
admission that we are a person 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.