EXHIBIT 5.1

On Track Innovations Ltd.
Z.H.R. Industrial Zone
P.O. Box 32
Rosh Pina
Israel  12000

                           Re:   REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

         We are acting as counsel for On Track Innovations Ltd., an Israeli
company (the "Company"), in connection with the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, of 830,826 Ordinary Shares nominal value NIS 0.1 per share
of the Company under the 2001 Share Option Plan (the "2001 Plan"), the 2001
Employee Share Purchase Plan (the "2001 Employee Plan") and the 1995 Share
Option Plan (the "1995 Plan").

         In rendering our opinion, we have examined, and have relied as to
factual matters solely upon, originals or copies certified, or otherwise
identified to our satisfaction, of such documents, corporate records or other
instruments as we have deemed necessary or appropriate for the purposes of this
opinion. In our examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies. We
have, when relevant facts material to our opinion were not independently
established by us, relied to the extent we deemed such reliance proper
upon written or oral statements of officers and other representatives
of the Company.



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         In giving the opinion expressed herein, no opinion is expressed as to
the laws of any jurisdiction other than the State of Israel.

         Based upon and subject to the foregoing, we are of the opinion that the
ordinary shares of the Company issued or proposed to be issued pursuant to the
terms of the 2001 Plan, the 2001 Employee Plan, the 1995 Plan, and the terms of
any other agreements relating to such issuance, will be upon receipt of the
consideration provided for in the 2001 Plan, the 2001 Employee Plan or the 1995
Plan, validly issued, fully paid and nonassessable upon the issuance of such
shares in accordance with the terms therein.

         This opinion is intended solely for the benefit and use of the Company
and other persons who are entitled to rely on the Registration Statement, and is
not to be used, released, quoted, or relied upon by anyone else for any purpose
(other than as required by law), without our prior written consent.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                     Very truly yours,

                                     /s/ Zysman Aharoni Gayer & Co. Law Offices
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                                     Zysman Aharoni Gayer & Co. Law Offices