EXHIBIT 5.1

                                                               November 20, 2006

Tower Semiconductor Ltd.
P.O. Box 619
Migdal Haemek, Israel 10556

                       RE: REGISTRATION STATEMENT ON FORM S-8

Dear Sirs:

     We have acted as Israeli counsel for Tower Semiconductor Ltd., a company
organized under the laws of Israel (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company under the Securities Act of 1933 for the purposes of registering
21,893,648 of its Ordinary Shares, par value New Israeli Shekel 1.00 per share
that may be issued pursuant to options that have been, or may hereafter be,
granted pursuant to the Employee Share Option Plan 2005 and CEO Share Option
Plan 2005 (the "Plans") (the "Option Shares").

     On the basis of such investigation as we have deemed necessary, we are of
the opinion that the Option Shares have been duly and validly authorized for
issuance and, when issued upon due exercise of options granted or hereafter
granted under the Plans in accordance with the provisions of the Plans and the
related option agreements (including payment of the option exercise price
provided for therein), will be fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, or the Rules and Regulations of the Securities and
Exchange Commission thereunder.

     The above opinion is based on facts existing on the date hereof and of
which we are aware. We express no opinion as to any laws other than the laws of
the State of Israel as the same are in force on the date hereof and we have not,
for purpose of giving this opinion, made any investigation of the laws of any
other jurisdiction.



                                                           Very truly yours,

                                                           /s/ Yigal Arnon & Co.
                                                           ---------------------
                                                           Yigal Arnon & Co.