EXHIBIT 5


             [Letterhead of Goldfarb, Levy, Eran & Co., Law Offices]

                                            January 25, 2005

Attunity Ltd.
Einstein Building, Tirat Carmel
Haifa 39101
Israel                                                            File: 3605/008

Ladies and Gentlemen:

     We  refer to the  Registration  Statement  on Form  S-8 (the  "Registration
Statement") to be filed with the Securities  and Exchange  Commission  under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of Attunity
Ltd (the "Company"), relating to 4,038,396 of the Company's Ordinary Shares, NIS
0.10  nominal  value per share (the  "Shares"),  issuable  upon the  exercise of
options  granted or to be granted  under the Attunity Ltd Year 2001 Stock Option
Plan and the Attunity Ltd - The 2003  Israeli  Share Option Plan  (collectively,
the "Plans").


     We are members of the Israel Bar and we express no opinion as to any matter
relating to the laws of any jurisdiction other than the laws of Israel.

     As counsel for the Company, we have examined such corporate records,  other
documents,  and such questions of Israeli law as we have considered necessary or
appropriate  for the  purposes  of this  opinion  and,  upon  the  basis of such
examination,  advise  you that in our  opinion,  the  Shares,  when paid for and
issued in  accordance  with the  terms of the  Plans,  will be duly  authorized,
validly issued, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement. This consent is not to be construed as an admission that
we are a party  whose  consent is  required  to be filed  with the  Registration
Statement under the provisions of the Securities Act.


                                            Very truly yours,

                                            /s/ Goldfarb, Levy, Eran & Co.
                                            Goldfarb, Levy, Eran & Co.