Exhibit 5.1


                                                                January 11, 2002


Data Systems & Software Inc.
200 Route 17
Mahwah, NJ 07430

   Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

     We have  acted as counsel  for Data  Systems &  Software  Inc.,  a Delaware
corporation  (the "Company"),  in connection with the Registration  Statement on
Form  S-3  (the  "Registration  Statement")  filed  by  the  Company  under  the
Securities  Act of 1933 for the purpose of  registering  an aggregate of 365,210
shares of its common stock, par value $.01 per share (the "Shares").

     On the basis of such  investigation as we have deemed necessary,  we are of
the opinion that (i) the Shares have been duly  authorized for issuance and (ii)
the  Shares  are fully  paid and  non-assessable  shares of common  stock of the
Company.

     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.

     Sheldon  Krause,  a member of our firm,  is the Secretary and a director of
the Company.

                                           Very truly yours,

                                           /s/ Ehrenreich Eilenberg & Krause LLP


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