May 27, 2020

Via E-mail

Andris Vizbaras, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, NY 10005

       Re:    Magal Security Systems Ltd.
              Schedule TO filed May 22, 2020
              Filed by FIMI Opportunity V, L.P., FIMI Israel Opportunity Five,
Limited
              Partnership, FIMI Five 2012 Ltd., Shira and Ishay Davidi
Management Ltd.
              and Ishay Davidi
              File No. 005-53191

Dear Mr. Vizbaras:

       The staff in the Office of Mergers and Acquisitions has reviewed your
filing listed above.
We have the comments set forth below. In some of our comments, we may ask you
to provide
us with information so we may better understand your disclosure.

       Please respond to this letter by amending your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendments to your filing and the information you
provide in
response to these comments, we may have additional comments.

General

   1. We are unable to locate a Schedule 13D amendment reflecting the Bidder
Group's tender
      offer and we note that you have not checked the 13D amendment box on the
cover page
      of the Schedule TO. Please advise.
 Andris Vizbaras, Esq.
Carter Ledyard & Milburn LLP
May 27, 2020
Page 2

Schedule TO

Exhibit (a)(1)(A)   Offer to Purchase

Summary Term Sheet, page 1

   2. Provide a brief statement of the accounting treatment for the offer. See
Item
      1004(a)(1)(xi) of Regulation M-A and Item 4 of Schedule TO.

Information Concerning Magal, page 23

   3.    Include the address of Magal Security System Ltd.'s principal
executive offices in Israel.
        Currently your disclosure indicates that its offices are "near Tel
Aviv." See Item 1002(a)
        of Regulation M-A and Item 2 of Schedule TO-T.

Sources and Amount of Funds, page 25

   4. We note the disclosure in the first paragraph of this section that
Bidders may borrow
      funds to purchase tendered shares. If so, they must amend the disclosure
document to
      provide the information required by Item 1007(b) and (d) of Regulation
M-A. This
      information must be provided with sufficient time remaining in the
initial offer period
      such that shareholders may absorb the information after it is disclosed.
Please confirm
      your understanding in your response letter.

Conditions of the Offer, page 25

   5. All offer conditions must be objective and outside the control of bidders
in a tender offer.
      Conditioning an offer on events that the Bidder Group could or did
foresee raises issues
      of an illusory offer prohibited under Regulation 14E because shareholders
cannot know
      what Bidder Group anticipated. Please revise.

   6. See our last comment above. We have similar concerns about the definition
of "event" in
      this section, which is defined in reference to something that "would
cause the terms of the
      offer as a result of such `event' to become materially different from the
terms which a
      reasonable offeror would have proposed had it known of such `event' on
the date of this
      offer to purchase." It is not clear to us how a shareholder could discern
what events a
      reasonable offeror would or could anticipate. Please revise.

   7. Revise to clarify what is meant by a "limitation on prices" on the NASDAQ
for purposes
      of these offer conditions.

   8. In the second to last bullet point on page 26, clarify what is meant by
an adverse effect on
      "the trading of Magal shares." If you are referring to a drop in the
price of Magal shares,
      quantify the percentage change and specify from what trading price the
change will be
 Andris Vizbaras, Esq.
Carter Ledyard & Milburn LLP
May 27, 2020
Page 3

       measured. In addition, your revised disclosure should make clear as of
what date this
       change would be measured (at expiration or at any time while the offer
is pending).

   9. Refer to the second to last sentence in this section and the reference to
any tendered
      shares "not theretofore accepted for payment." It is not clear how
payment could occur
      before conditions to the offer had been satisfied. Please revise or
advise.

Schedule I, page 31

   10. For each identified individual, disclose the material occupations,
positions, offices or
       employment during the past five years including the start and end dates
of each.


                                               *   *   *

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        Please direct any questions about these comments to me at (202)
551-3263.


                                                             Sincerely,

                                                             /s/ Christina
Chalk

                                                             Christina Chalk
                                                             Senior Special
Counsel
                                                             Office of Mergers
and Acquisitions