EX-5.1 3 v352211_ex5-1.htm EXHIBIT 5.1

 

EXHIBIT 5.1

 

 

 

 

 

Tel-Aviv, August 7, 2013

 

 

AudioCodes Ltd.
1 Hayarden Street

Airport City, Lod 7019900

Israel

 

Ladies and Gentlemen:

 

AudioCodes Ltd., a company organized under the laws of the State of Israel (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”), for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 2,000,000 of its Ordinary Shares, nominal value NIS 0.01 per share (the “Shares”), issuable under the AudioCodes Ltd. 2008 Equity Incentive Plan, as amended (the “Plan”).

 

As special Israeli counsel to the Company, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purpose of our opinion. Upon the basis of such examination, we are of the opinion that, when the Shares are issued and sold pursuant to the terms of the Plan and in accordance with the Registration Statement, the Shares will be legally and validly issued, fully paid and non-assessable.

 

The opinion expressed herein is limited to Israeli law, and we not express any opinion as to the laws of any other jurisdiction.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

  Very truly yours,
   
  /s/ Naschitz, Brandes & Co.
   
  Naschitz, Brandes & Co., Advocates