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 200,000
shares of its common stock, par value $.01 per share (the "Shares"), that may be
issued  pursuant to the Company's  1994 Stock Option Plan for Outside  Directors
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 upon due exercise of options hereafter granted
under the Plan in accordance  with the provisions of the Plan and 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.

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

                                            Very truly yours,


                                            s/Ehrenreich Eilenberg & Krause LLP