EXHIBIT 5.1
December 21, 2005
IDT Corporation
520 Broad Street
Newark, New Jersey 07102
| Re: | IDT Corporation Registration Statement on Form S-8 |
Ladies and Gentlemen:
I am the General Counsel of IDT Corporation, Inc. (the Company), and as such I have been asked to render the following opinion in connection with the registration statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the SEC) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,500,000 shares of the Companys Class B common stock, par value $.01 (the Class B Common Stock) which are reserved for issuance pursuant to awards which may be granted under the Companys IDT Corporation 2005 Stock Option and Incentive Plan.
As your counsel in connection with the Registration Statement, I have examined the Plan and the Option Agreements and the proceedings taken by you in connection with the adoption of the Plan and the authorization of the issuance of the shares of Class B Common Stock under the Plan and the Option Agreements, as applicable, and such other documents as I have deemed necessary to render this opinion.
Based upon the foregoing, it is my opinion that the shares of Class B Common Stock to be offered pursuant to the Registration Statement, when issued and outstanding pursuant to the terms of the Plan or the Option Agreements, as applicable, will be validly issued, fully paid and nonassessable shares.
I hereby consent to the filing of this Opinion as an exhibit to the Registration Statement.
| Very truly yours, |
| /s/ Joyce J. Mason |
| Joyce J. Mason |
| General Counsel |