Exhibit 5.1




EFRATI & GALILI CO______________________________________________________________
LAW OFFICES






November 18, 2004

Attunity Ltd.
Einstein Building
Tirat HaCarmel 39101
Israel
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Dear Sirs,

Re: Attunity Ltd. - Registration Statement on Form F-3
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We have acted as special  Israeli  counsel for Attunity Ltd, an Israeli  company
(the "Company"),  in connection with the preparation and filing under the United
States  Securities  Act of  1933,  as  amended  (the  "Act")  of a  registration
statement on Form F-3 (the  "Registration  Statement") filed with the Securities
and  Exchange   Commission  in  connection   with  the  disposition  by  certain
shareholders of (i) 1,371,429  ordinary shares (the "Note Shares") issuable upon
conversion  of $2 million of  convertible  promissory  notes (the  "Notes")  and
480,000  ordinary  shares  issuable  upon  exercise of warrants  (the  "Purchase
Warrants"),  that were issued to certain of the selling shareholders pursuant to
a Note and Warrant  Purchase  Agreement  dated March 22,  2004;  (ii)  2,043,146
ordinary  shares issued (the "Shares") and 2,944,651  ordinary  shares  issuable
upon  exercise  of Series A and  Series B Warrants  (the  "Series A and Series B
Warrants") acquired by certain selling  shareholders from the Special Situations
Funds; (iii) 40,000 ordinary shares issuable upon exercise of warrants issued in
February  2004 to Gaus  Investments  Ltd and R.4.B  Ltd.  (the  "Gaus and R.4.B.
Warrants")  in  consideration  of their  introducing  certain  investors  to the
Company;  and (iv) 300,000  ordinary  shares  issuable upon exercise of warrants
issued to Plenus  Technologies  Ltd. in connection with a loan agreement entered
into dated June 3, 2004 (the "Plenus  Warrants";  and together with the Purchase
Warrants,  the Series A and Series B Warrants and the Gaus and R.4.B.  Warrants,
the "Warrants").

You have asked us to render our opinion as to the matters hereinafter set forth.





EFRATI & GALILI CO______________________________________________________________
LAW OFFICES


We have examined originals and copies,  certified or otherwise identified to our
satisfaction,  of all such  agreements,  certificates  and other  statements  of
corporate officers and other  representatives of the Company and other documents
as we have deemed  necessary as a basis for this opinion.  In our examination we
have  assumed  the  genuineness  of  all  signatures,  the  authenticity  of all
documents submitted to us as originals, and the conformity with the originals of
all documents  submitted to us as copies.  We have, when relevant facts material
to our opinion were not independently established by us, relied to the extent we
deemed such  reliance  proper upon  written or oral  statements  of officers and
other representatives of the Company.

In giving the opinion  expressed  herein, no opinion is expressed as to the laws
of any jurisdiction other than the State of Israel.

Based upon and subject to the foregoing, we are of the opinion that:

(1)  the  Shares  are  duly   authorized,   validly   issued,   fully  paid  and
     non-assessable;

(2)  the ordinary  shares  issuable  upon exercise of the Warrants (the "Warrant
     Shares") have been duly  authorized  for issuance and, upon exercise of the
     Warrants and payment for the Warrant Shares in accordance with the terms of
     the Warrants, will be validly issued, fully paid and non-assessable; and

(3)  the Note  Shares  issuable  upon  conversion  of the  Notes  have been duly
     authorized  for issuance  and,  upon  conversion of the Notes in accordance
     with  the  terms of the  Notes,  will be  validly  issued,  fully  paid and
     non-assessable

We  consent to the  filing of this  opinion  with the  Securities  and  Exchange
Commission as an exhibit to the  Registration  Statement and to the reference to
our name under the heading "Legal Matters" in the Registration  Statement.  This
consent  is not to be  construed  as an  admission  that we are a  person  whose
consent  is  required  to be filed  with the  Registration  Statement  under the
provisions of the Act.


Very truly yours,


/s/Efrati, Galili & Co.
Efrati, Galili & Co.



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