Exhibit 5.1


                                                              February 8, 2002


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

   Re:  Registration Statement on Form S-8

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-8  (the  "Registration  Statement")  filed  by  the  Company  under  the
Securities  Act of 1933 for the purpose of  registering  an aggregate of 250,000
shares of its common stock, par value $.01 per share (the "Shares"), that may be
issued  pursuant to the Company's  1994 Stock  Incentive Plan referred to in the
Registration Statement (the "Plan").

On the basis of such  investigation as we have deemed  necessary,  we are of the
opinion that (i) the Shares have been duly and validly  authorized  for issuance
and (ii) the Shares,  when issued as awards  granted  under the Plan or upon due
exercise of options hereafter granted under the Plan, in each case in accordance
with the provisions of the Plan and related option agreements (including, in the
case of  options to be awarded  under the Plan,  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.

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

                                           Very truly yours,


                                           s/Ehrenreich Eilenberg & Krause LLP